10-Q

                                    FORM 10-Q

                                  UNITED STATES
                       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               SEPTEMBER 30, 2004
                                ------------------------------------------------

[ ]  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 September 30, 2004          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
   ---      ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined by Rule 12b-2 of the Exchange Act). Yes     No X
                                               ---    ---


The number of shares of Common  Stock issued and  outstanding  as of November 8,
2004 was 5,485,856.


                                       1




                                 WHX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                            THREE MONTHS ENDED        NINE MONTHS ENDED
                                                               SEPTEMBER 30,             SEPTEMBER 30,
                                                            2004         2003         2004          2003
- ---------------------------------------------------------------------------------------------------------

                                                                 (in thousands - except per-share)

Net sales                                                $ 111,483    $  83,269    $ 316,817    $ 247,788
Cost of goods sold                                          91,882       66,440      258,856      200,520
                                                         ---------    ---------    ---------    ---------

Gross profit                                                19,601       16,829       57,961       47,268

Selling, general and administrative expenses                14,439       12,788       41,810       55,630
Pension - curtailment and special termination benefits        --         48,102         --         48,102
Asset impairment charge                                       --         89,000        9,000       89,000
Gain (loss) on disposal of fixed assets                        (43)         368        1,622          452
                                                         ---------    ---------    ---------    ---------

Income (loss) from operations                                5,119     (132,693)       8,773     (145,012)
                                                         ---------    ---------    ---------    ---------

Other:
           Interest expense                                  6,901        4,537       17,717       14,457
           Gain on disposition of WPC                         --            534         --            534
           (Loss) gain on early retirement of debt            --           --         (1,161)       2,999
           Other income                                         93          842        6,364        1,030
                                                         ---------    ---------    ---------    ---------

Loss before taxes                                           (1,689)    (135,854)      (3,741)    (154,906)

Tax expense                                                    384        6,711        1,271          565
                                                         ---------    ---------    ---------    ---------

Net loss                                                 $  (2,073)   $(142,565)   $  (5,012)   $(155,471)
                                                         =========    =========    =========    =========


Dividend requirement for preferred stock                 $   4,856    $   4,856    $  14,568    $  14,568
                                                         =========    =========    =========    =========

Net loss applicable to common stock                      $  (6,929)   $(147,421)   $ (19,580)   $(170,039)
                                                         =========    =========    =========    =========

BASIC AND DILUTED PER SHARE OF COMMON STOCK

Loss per share                                           $   (1.28)   $  (27.38)   $   (3.61)   $  (31.75)
                                                         =========    =========    =========    =========


            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       2




                                 WHX CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                        SEPTEMBER 30,  DECEMBER 31,
                                                             2004          2003
- --------------------------------------------------------------------------------
                                                      (Dollars and shares in thousands)
ASSETS
Current Assets:
      Cash and cash equivalents                           $  25,484    $  41,990
      Trade receivables - net                                62,920       42,054
      Inventories                                            71,682       41,782
      Other current assets                                   10,234       30,174
                                                          ---------    ---------
                 Total current assets                       170,320      156,000

Property, plant and equipment at cost                       142,081      146,459
   Less accumulated depreciation and amortization           (55,964)     (42,236)
                                                          ---------    ---------
                                                             86,117      104,223

Goodwill and other intangibles                              125,797      126,089
Intangibles - pension asset                                     758          758
Assets held for sale                                          2,000        2,000
Other non-current assets                                     21,883       17,076
                                                          ---------    ---------

                                                          $ 406,875    $ 406,146
                                                          =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Trade payables                                       $  39,271    $  27,300
     Accrued liabilities                                     27,334       29,395
     Current portion of long-term debt                       96,877       40,056
     Short-term debt                                         42,710         --
                                                          ---------    ---------
               Total current liabilities                    206,192       96,751

Long-term debt                                               93,397      189,344
Accrued pension liability                                    19,638       27,367
Other employee benefit liabilities                            7,407        7,840
Additional minimum pension liability                         24,912       24,912
Other liabilities                                             1,306        1,047
                                                          ---------    ---------
                Total liabilities                           352,852      347,261

Stockholders' Equity:
    Preferred stock - $.10 par value; authorized 10,000
       shares; issued and outstanding: 5,523 shares             552          552
    Common stock -  $.01 par value; authorized 60,000
       shares; issued and outstanding: 5,486 shares              55           55
    Accumulated other comprehensive loss                    (21,541)     (21,642)
    Additional paid-in capital                              556,206      556,206
    Unearned compensation - restricted stock awards             (50)         (99)
    Accumulated deficit                                    (481,199)    (476,187)
                                                          ---------    ---------
                 Total stockholders' equity                  54,023       58,885
                                                          ---------    ---------

                                                          $ 406,875    $ 406,146
                                                          =========    =========


            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       3



                                 WHX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                               NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                               2004         2003
- -----------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                    $  (5,012)   $(155,471)

Items not affecting cash from operating activities:

  Depreciation and amortization                                10,620       11,110
  Amortization of debt related costs                            1,816        1,362
  Asset impairment charge                                       9,000       89,000
  Other postretirement benefits                                   338          175
  Loss (gain) on early retirement of debt                       1,161       (2,999)
  Gain on WPSC note recovery                                   (5,596)        --
  Deferred income taxes                                          --           (832)
  Gain on asset dispositions                                   (1,622)        (452)
  Pension expense (credit)                                     (1,918)       6,586
  Pension - Curtailment and special benefits                     --         48,102
  Gain on disposition of WPC                                     --           (534)
  Equity gain in affiliated companies                            (112)        --
  Other                                                          --            232
Decrease (increase) in working capital elements:
      Trade receivables                                       (20,866)      (4,562)
       Inventories                                            (29,900)      25,265
       Short term investments-trading                            --        205,275
       Investment account borrowings                             --       (107,857)
       Other current assets                                       640          296
       Other current liabilities                               10,311      (28,618)
  Pension contribution                                         (5,810)        --
  Other items-net                                              (3,478)       2,245
                                                            ---------    ---------
Net cash (used in) provided by operating activities           (40,428)      88,323
                                                            ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Net payment to WPC                                             --        (19,500)
  Sale / (Purchase) of aircraft                                19,301      (19,171)
  Dividends from affiliates                                        77           58
  Cash received on WPSC Note sale                               5,596         --
  Plant additions and improvements                             (6,975)     (10,189)
  Receipt of escrow deposit                                     1,250         --
  Proceeds from sales of assets                                 7,057        3,709
                                                            ---------    ---------
Net cash provided by (used in) investing activities            26,306      (45,093)
                                                            ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash proceeds from Handy & Harman term loans                99,250         --
   Repayment of Handy & Harman term loans                      (1,796)
   Net borrowings from revolving credit facilities             42,710         --
   Repayment of  H&H Senior Secured Credit Facility          (149,684)        --
   Net borrowings from H&H Senior Secured Credit Facility      20,604          402
   Repayment of H&H Industrial Revenue Bonds                   (7,500)        --
   Debt issuance fees                                          (5,968)        --
   Cash paid on early extinguishment of debt                     --        (14,302)
   Due from Unimast                                              --          3,204
                                                            ---------    ---------
Net cash used in financing activities                          (2,384)     (10,696)
                                                            ---------    ---------
NET CASH (USED IN) PROVIDED BY OPERATIONS                     (16,506)      32,534

Cash and cash equivalents at beginning of period               41,990       18,396
                                                            ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $  25,484    $  50,930
                                                            =========    =========


            SEE NOTES TO CONDENSED 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 10-K for the year ended  December  31,  2003.  The results of
operations  for the three  and nine  months  ended  September  30,  2004 are not
necessarily indicative of the operating results for the full year.

     The  unaudited  condensed  consolidated  financial  statements  include the
accounts of all subsidiary  companies.  Wheeling-Pittsburgh  Corporation ("WPC")
and its subsidiaries,  which had been subsidiaries of the Company,  ceased to be
subsidiaries  on August 1, 2003.  On  November  16,  2000,  WPC, a  wholly-owned
subsidiary of WHX Corporation  ("WHX"),  and six of its  subsidiaries  including
Wheeling-Pittsburgh  Steel  Corporation  ("WPSC" and  together  with WPC and its
other  subsidiaries,  the "WPC Group") filed a petition  seeking  reorganization
under Chapter 11 of Title 11 of the United States  Bankruptcy Code  ("Bankruptcy
Filing").  As a result of the Bankruptcy Filing, the Company had, as of November
16, 2000,  deconsolidated the balance sheet of its wholly-owned  subsidiary WPC.
Accordingly,  the accompanying condensed  consolidated  statements of operations
and the  condensed  consolidated  statements  of cash flows for the  nine-months
ended September 30, 2003 exclude WPC. A Chapter 11 Plan of  Reorganization  (the
"POR") for the WPC Group was consummated on August 1, 2003.  Among other things,
as a result of the  consummation  of the POR, each member of the WPC Group is no
longer a subsidiary of WHX Corporation.

     The accompanying unaudited condensed consolidated financial statements have
been  prepared  assuming the Company  will  continue as a going  concern,  which
indicates  that the  Company  will be able to realize its assets and satisfy its
liabilities  in the normal  course of business.  The WHX 10 1/2% Senior Notes in
the  amount of $92.8  million  are due on April 15,  2005.  It is the  Company's
intention to refinance this obligation prior to its scheduled maturity;  however
there can be no assurance that such refinancing will be obtained.  The Company's
access to capital  markets in the future to refinance such  indebtedness  may be
limited. If the Company were unable to refinance this obligation,  it would have
a material  adverse  impact on the  liquidity,  financial  position  and capital
resources of WHX and would impact the  Company's  ability to continue as a going
concern.  The  unaudited  condensed  consolidated  financial  statements  do not
include  any  adjustments   that  might  result  from  the  occurrence  of  this
contingency.

     The new H&H  financing  agreements  (see note 9) restrict  cash payments to
WHX. The ability of WHX to liquidate  liabilities arising in the ordinary course
of business  prior to the maturity of the 10 1/2% Senior Notes on April 15, 2005
is  dependent  on cash on  hand.  The WHX  Group  believes  that,  cash on hand,
investments,  sales of selected  assets,  and funds  available under the new H&H
credit facilities, will provide the WHX Group with the funds required to satisfy
working capital and capital expenditure requirements.  However, factors, such as
economic  conditions,  could  materially  affect  the  WHX  Group's  results  of
operations, financial condition and liquidity.

NATURE OF OPERATIONS

     WHX is a holding company that has been structured to invest in and manage a
diverse  group of  businesses.  WHX's  primary  business  is H&H, a  diversified
manufacturing  company whose strategic  business units encompass three segments:
precious metal, wire & tubing,  and engineered  materials.  WHX's other business
(up  through  August  1,  2003)  consisted  of WPC and six of its  subsidiaries,
including  WPSC; a vertically  integrated  manufacturer  of value-added and flat
rolled steel products. WPSC, together with WPC and its other subsidiaries, shall
be  referred  to  herein  as the  "WPC  Group."  WHX,  together  with all of its

                                       5




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."

STOCK BASED COMPENSATION

     The following  table  illustrates the effect on net loss and loss per share
if WHX had  applied the fair-  value  recognition  provisions  of  Statement  of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation, ("SFAS123"), to stock-based compensation:

                                                                NINE MONTHS ENDED SEPT 30,
                                                                     2004          2003
                                                                  ---------    ---------
                                                             (in thousands - except per share)

Net loss as reported applicable to common stockholders            $ (19,580)   $(170,039)
Add: compensation expense included in net loss (net of tax)              49           83

Deduct: total stock-based compensation expense determined under
    fair-value based method for all awards (net of tax)                (310)        (429)
                                                                  ---------    ---------

Pro forma basic and diluted loss per share                        $ (19,841)   $(170,385)
                                                                  =========    =========

Loss per share:
   Basic and diluted  - as reported                               $   (3.61)   $  (31.75)
   Basic and diluted  - pro forma                                 $   (3.66)   $  (31.82)

                                                                THREE MONTHS ENDED SEPT 30,
                                                                     2004         2003
                                                                  ---------    ---------
                                                            (in thousands - except per share)

Net loss as reported applicable to common stockholders            $  (6,929)   $(147,421)
Add: compensation expense included in net loss (net of tax)              16           17

Deduct: total stock-based compensation expense determined under
    fair-value based method for all awards (net of tax)                 (84)         (43)
                                                                  ---------    ---------

Pro forma basic and diluted loss per share                        $  (6,997)   $(147,447)
                                                                  =========    =========

Loss per share:
   Basic and diluted  - as reported                               $   (1.28)   $  (27.38)
   Basic and diluted  - pro forma                                 $   (1.29)   $  (27.38)


NOTE 1 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In January 2003, the FASB issued  Interpretation No. 46,  "Consolidation of
Variable  Interest  Entities,"  which addresses  consolidation  by a business of
variable interest entities in which it is the primary  beneficiary.  In December
2003,  the FASB  issued a revised  Interpretation,  FIN 46R,  which  addresses a
partial  deferral of and certain  proposed  modifications  to FIN 46, to address
certain  implementation  issues.  The adoption of FIN 46R on January 1, 2004 did
not have a material impact on the Company's financial statements.

     In  January  2004,  the FASB  issued  FASB  Staff  Position  No. FAS 106-1,
"Accounting  and Disclosure  Requirements  Related to the Medicare  Prescription
Drug,  Improvement and Modernization  Act of 2003" (FSP 106-1).  The FSP permits
employers that sponsor postretirement benefit plans (plan sponsors) that provide
prescription  drug  benefits to  retirees  to make a one-time  election to defer
accounting for any effects of the Medicare Prescription Drug,  Improvement,  and
Modernization  Act of 2003 (the "Act").  Without the FSP, plan sponsors would be
required under Statement of Financial  Accounting  Standards No. 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions (FAS 106), to account
for the effects of the Act in the fiscal period that includes  December 8, 2003,
the date the President signed the Act into law.

                                       6




     FASB Staff Position No. 106-2 (FSP 106-2) includes  guidance on recognizing
the effects of the new  legislation  under various  conditions  surrounding  the
assessment of "actuarial  equivalence"  of subsidies under the Act. FSP 106-2 is
effective for the first interim or annual period  beginning  after June 15, 2004
with earlier  application  permitted.  The adoption of FSP 106-2 on July 1, 2004
did not have a material impact on the Company's financial statements.


NOTE 2 - LOSS PER SHARE

     The  computation  of basic loss per common  share is based upon the average
number of shares of Common Stock outstanding. In the computation of diluted loss
per common share in the nine and  three-month  periods ended  September 30, 2004
and 2003,  the  conversion of preferred  stock and the exercise of options would
have had an  anti-dilutive  effect.  At September  30, 2004 and 2003 the assumed
conversion of preferred stock would increase  outstanding shares of common stock
by 5,127,914 shares. At September 30, 2004 the assumed  conversion of non-vested
restricted  stock  awards  would  increase  outstanding  shares  by  26,667.  At
September  30,  2004 and 2003 the  exercise  of  stock  options  would  increase
outstanding shares of common stock by 31,834 and 11,548 shares,  respectively. 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 Three Months Ended September 30, 2004

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

Net loss                                                      $ (2,073)
Less: Preferred stock dividends                                  4,856
                                                    -------------------

BASIC AND DILUTED EPS
Loss applicable to common stockholders                        $ (6,929)                5,426               $ (1.28)
                                                    =================== ===================== =====================

                                                           For the Three Months Ended September 30, 2003

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

Net loss                                                    $ (142,565)
Less: Preferred stock dividends                                  4,856
                                                    -------------------

BASIC AND DILUTED EPS
Loss applicable to common stockholders                      $ (147,421)                5,385              $ (27.38)
                                                    =================== ===================== =====================


                                                             For the Nine Months Ended September 30, 2004

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

Net loss                                                      $ (5,012)
Less: Preferred stock dividends                                 14,568
                                                    -------------------

BASIC AND DILUTED EPS
Loss applicable to common stockholders                       $ (19,580)                5,426               $ (3.61)
                                                    =================== ===================== =====================

                                                             For the Nine Months Ended September 30, 2003

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

Net loss                                                    $ (155,471)
Less: Preferred stock dividends                                 14,568
                                                    -------------------

BASIC AND DILUTED EPS
Loss applicable to common stockholders                      $ (170,039)                5,355              $ (31.75)
                                                    =================== ===================== =====================


                                       7




     Outstanding stock options for common stock granted to officers,  directors,
and key employees totaled 1.4 million at September 30, 2004.

PREFERRED STOCK DIVIDENDS

     At  September  30,  2004,  dividends  in  arrears  to Series A and Series B
Convertible  Preferred  Shareholders  were  $33.5  million  and  $44.2  million,
respectively.  Presently  management  believes  that it is not  likely  that the
Company will be able to pay these dividends in the foreseeable future.

NOTE 3 - COMPREHENSIVE INCOME (LOSS)

Comprehensive  income (loss) for the three and  nine-months  ended September 30,
2004 and 2003 is as follows:

(in thousands)                                                 THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                  SEPTEMBER 30,            SEPTEMBER 30,
                                                                2004        2003        2004          2003
                                                            ---------    ---------    ---------    ---------

Net loss                                                    $  (2,073)   $(142,565)   $  (5,012)   $(155,471)

Other comprehensive income (loss):

Minimum pension liability adjustment                             --         38,422         --         38,422

Deferred taxes relating to minimum pension liability             --        (18,710)        --        (18,710)

Write off of deferred foreign currency translation losses        --           --           --          1,142

Foreign currency translation adjustments                          340           20          101        1,050
                                                            ---------    ---------    ---------    ---------
Comprehensive loss                                          $  (1,733)   $(122,833)   $  (4,911)   $(133,567)
                                                            =========    =========    =========    =========


Accumulated other comprehensive  income (loss) balances as of September 30, 2004
and December 31, 2003 were comprised as follows:


(in thousands)
                                                      SEPTEMBER 30,  DECEMBER 31,
                                                          2004           2003
                                                        --------       --------

Minimum pension liability adjustment                    $(23,996)      $(23,996)

Foreign currency translation adjustment                    2,455          2,354
                                                        --------       --------

                                                         (21,541)       (21,642)
                                                        ========       ========

NOTE 4 - SHORT TERM INVESTMENTS

     Net realized and unrealized gains on trading  securities  included in other
income for the nine-months ended September 30, 2004 and 2003 were income of $0.3
million and $3.2 million, respectively.

     Net realized and unrealized gains on trading  securities  included in other
income for the third  quarter  2004 and 2003 was income of $0 and $1.4  million,
respectively.


                                       8




NOTE 5 - INVENTORIES

            Inventories  at  September  30,  2004  and  December  31,  2003  are
comprised as follows:

(in thousands)                                                                  SEPTEMBER 30,   DECEMBER 31,
                                                                                     2004          2003
                                                                                   --------      --------

Finished products                                                                  $ 16,595      $ 14,938
In - process                                                                         11,202         7,992
Raw materials                                                                        23,106        17,290
Precious metal - hedged                                                              19,217          --
Fine and fabricated precious metal in various stages of completion - at market        1,812         1,575
                                                                                   --------      --------
                                                                                     71,932        41,795
LIFO reserve                                                                           (250)          (13)
                                                                                   --------      --------
                                                                                   $ 71,682      $ 41,782
                                                                                   ========      ========

     The Company holds  unhedged  precious  metal  positions that are subject to
market  fluctuations.  The portion of the precious metal  inventory that has not
been hedged and,  therefore,  is subject to price risk is included in  inventory
using the last-in, first-out (LIFO) method of inventory valuation.

     Hedged  precious metal reflects the fair value of precious metal  purchased
(other  than LIFO  inventory)  and held by the  Company  plus the fair  value of
contracts  that are in a gain position  undertaken to  economically  hedge price
exposures. The price exposure is hedged through a forward or future sale.

     To the extent metal prices increase  subsequent to a spot purchase that has
been hedged,  the Company will  recognize a gain as a result of marking the spot
metal to market  while at the same time  recognizing  a loss related to the fair
value of the derivative  instrument  (forwards and futures).  The aggregate fair
value  of  derivatives  in a loss  position  is  classified  as part of  accrued
expenses at the balance  sheet date because the Company has incurred a liability
to a third  party.  Should the  reverse  occur and metal  prices  decrease,  the
resultant  gain on the  derivative  will be offset  against  the loss within the
hedged metal position.

     Both hedged precious metal and derivative  instruments  used in hedging are
stated at fair value. Any change in value,  whether  realized or unrealized,  is
recognized as an adjustment to cost of sales in the period of the change.

     The market value of the unhedged  precious  metal  inventory  exceeded LIFO
value cost by $0.3 million and $0.0  million at September  30, 2004 and December
31, 2003,  respectively.  The operating loss for the nine-months ended September
30, 2003,  includes a first quarter  non-cash charge resulting from the lower of
cost or market  adjustment on precious  metal  inventories in the amount of $1.3
million. Included in operating income for the nine-months and three-months ended
September  30, 2003 is a pre-tax  gain on the  liquidation  of certain  precious
metal of $3.0 million.

     In the normal course of business,  certain  customers and suppliers deposit
quantities of precious metals with the Company under a variety of  arrangements.
Equivalent  quantities of precious  metals are returnable as product or in other
forms. Metals held for the accounts of customers and suppliers are not reflected
in the Company's financial statements.

     At December 31, 2003,  1,605,000 ounces of silver and 14,617 ounces of gold
were  leased to the  Company  under a  consignment  facility.  This  consignment
facility was terminated on March 30, 2004 and H&H purchased  precious metal with
a then market value of approximately  $15.0 million.  The price exposure on this
metal purchase was hedged through a forward sale.

NOTE 6 - ASSET IMPAIRMENT CHARGE

     On June 30, 2004 the Company  evaluated  the  current  operating  plans and
current  and  forecasted  operating  results  of its wire & cable  business.  In
accordance  with  Statement  of  Financial   Accounting  Standards  Number  144,
"Accounting for Impairment or Disposal of Long-Lived  Assets" ("SFAS 144"),  the
Company  determined that there were indicators of impairment as of June 30, 2004
based on  continued  operating  losses,  deteriorating  margins,  and rising raw

                                       9




material  costs.  An estimate of future cash flows indicated that as of June 30,
2004 cash flows  would be  insufficient  to support  the  carrying  value of the
long-term assets of the business. Accordingly, these assets were written down to
their  estimated fair value by recording a non-cash asset  impairment  charge of
$9.0 million in the second quarter.

     In November 2004 Handy & Harman  signed a  non-binding  letter of intent to
sell its wire business. Concurrently, the Company is negotiating the sale of its
steel  cable  business.  The  Company  expects  to  close  on the  sale of these
businesses at or near year-end. If the Company is unable to complete these sales
it will  consider  the  closure  of these  operations.  In  connection  with the
disposal of these businesses the Company expects to incur a loss of between $5.0
million and $7.0 million.  Such loss will be recognized upon disposal.  There is
no  assurance  that  the  Company  will be able to close  the  swale of the wire
business or sell its steel cable  business.  The  following  is a summary of the
carrying  amounts of the major  classes of assets  and  liabilities  of the wire
business at September 30, 2004 (in thousands):

Current assets                                    $16,122

Property, plant and equipment                       2,477

Total assets                                       18,599

Total liabilities                                   3,579

Net assets                                         15,020


NOTE 7 - PENSIONS, OTHER POSTRETIREMENT AND POST-EMPLOYMENT BENEFITS

     The Company maintains several qualified and non-qualified pension plans and
other postretirement benefit plans covering substantially all of its employees.

The  following  table  presents  the  components  of net  periodic  pension cost
(credit) for the three and nine months ended September 30, 2004 and 2003:


(in thousands)                            THREE MONTHS ENDED         NINE MONTHS ENDED
                                             SEPTEMBER 30,             SEPTEMBER 30,
                                          2004          2003         2004          2003
                                       -----------------------     ----------------------

Service cost                           $    244      $    (34)     $    733      $  4,217
Interest cost                             6,082         4,864        18,245        17,264
Expected return on plan assets           (6,987)       (6,120)      (20,960)      (18,470)
Amortization of prior service cost           21           246            64         3,146
Recognized actuarial (gain)/loss           --            (430)         --             430
                                       -----------------------     ----------------------
                                           (640)       (1,474)       (1,918)        6,587
                                       -----------------------     ----------------------
Curtailment loss                           --          36,629          --          36,629
Special termination benefit charge         --          11,472          --          11,472
                                       -----------------------     ----------------------
                                       $   (640)     $ 46,627      $ (1,918)     $ 54,688
                                       =======================     ======================


                                       10




The following  table  presents the  components of other  postretirement  benefit
costs for the three and nine months ended September 30, 2004 and 2003:

(in thousands)                        THREE MONTHS ENDED     NINE MONTHS ENDED
                                         SEPTEMBER 30,         SEPTEMBER 30,
                                        2004       2003      2004       2003
                                       -----      -----      -----      -----

Service cost                           $  33      $  16      $  96      $  50
Interest cost                            115         51        345        179
Amortization of prior service cost         7          3         22         11
Amortization of net (gain)/loss          (42)       (20)      (125)       (65)
                                       -----      -----      -----      -----
                                       $ 113      $  50      $ 338      $ 175
                                       ================      ================


NOTE 8 - GOODWILL AND OTHER INTANGIBLES

     The  changes  in the  carrying  amount  of  goodwill  by  segment  for  the
nine-months  ended  September  30,  2004  were as  follows:
(in thousands)

                                        Precious       Wire &        Engineered
                                         Metals        Tubing        Materials       Total
                                        ---------     ---------      ---------     ---------

Balance as of December 31, 2003         $  56,471     $  21,751      $  47,150     $ 125,372

Pre acquistion foreign NOL utilized          --            (270)          --            (270)

                                        ---------     ---------      ---------     ---------
Balance at September 30, 2004           $  56,471     $  21,481      $  47,150     $ 125,102
                                        =========     =========      =========     =========

     At December 31, 2003 and September  30, 2004 there was no goodwill  related
to the Wire Group.

     As  of  December  31,  2003  and  September  30,  2004,   the  Company  has
approximately $0.6 million of other intangible assets, which will continue to be
amortized over their remaining useful lives ranging from 3 to 17 years.

     The changes in the carrying  amount of goodwill for the  nine-months  ended
September 30, 2003 were as follows:

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

Balance as of January 1, 2003            $ 106,971      $  60,464      $  47,150     $ 214,585

Goodwill impairment                        (50,500)       (38,500)          --         (89,000)

Pre acquisition foreign NOL utilized          --             (100)          --            (100)
                                         ---------      ---------      ---------     ---------

Balance at September 30, 2003            $  56,471      $  21,864      $  47,150     $ 125,485
                                         =========      =========      =========     =========


     Operating  results  for the nine  months  ended  September  30,  2003  were
significantly  lower than expected.  This was due to several factors including a
slower than expected recovery in the US manufacturing  sector. As a result,  the
Company obtained current short term and longer-term forecasts from its operating
units and revised its expectations  concerning future earnings and cash flow for
certain of its  reporting  units.  As a result of the  evaluation,  in the third
quarter  of 2003 the  Company  recorded a  goodwill  impairment  charge of $89.0
million as follows: Precious Metal Plating Group $47.0 million, Specialty Tubing
Group $38.5 million, Precious Metal Fabrication Group $3.5 million.

                                       11




     The  expected  rate of growth in sales and  profitability  for the Precious
Metal Plating Group was lowered as the result of several  factors.  The business
had not returned to the level of profitability it experienced  prior to the 2002
fire at its Indianapolis, IN facility. Partial resumption of operations occurred
soon  after  the  fire and  repairs  to the  building,  its  infrastructure  and
replacement of machinery and equipment were completed in early 2003. However, as
a  result  of the  fire,  the  Company  lost  market  share to  competitors  and
experienced erosion in selling prices. In the third quarter of 2003, the Company
lowered  its  expectations  as to the  timing of a return to pre fire  levels of
revenue and profitability. In addition, the expected start dates of new programs
(new products) were extended.

     The estimated rate of growth for the Specialty Tubing Group was lowered, as
the growth in medical,  appliance and  semi-conductor  markets,  was slower than
anticipated, and the development of new products was not as strong as originally
forecast.  In addition,  profit forecasts were lowered due to lower sales prices
in the  appliance  market and greater  than  expected  increases in raw material
costs (steel).

     The estimated rate of growth for the Precious Metal  Fabrication  Group was
lowered for the slower than expected growth in sales for new products.

     Concurrently,  the  Company  began  preliminary  discussions  with  various
financial  institutions  concerning the refinancing of the Handy & Harman credit
facility  (the  revolving  credit  portion of which was  scheduled  to mature in
2004). From these  discussions the Company  determined that the deterioration in
earnings at H&H would result in higher than anticipated long-term interest rates
when H&H refinanced its credit facility.  The combination of lower than expected
future earnings and an expected increase in the weighted average cost of capital
triggered  the  Company's  evaluation  of goodwill for  impairment  in the third
quarter of 2003.

     The results of the Company's annual impairment  review,  which is performed
in the fourth quarter, are highly dependent on management's projection of future
results.  The  use  of  different  estimates  and  assumptions  employed  in the
discounted  cash  flow  model  that  measures  the fair  value of the  Company's
reporting units could result in an impairment of goodwill.

NOTE 9 - DEBT

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

(in thousands)                                         SEPTEMBER 30,  DECEMBER 31,
                                                           2004           2003
                                                         --------       --------

Senior Notes due 2005, 10 1/2%                           $ 92,820       $ 92,820
Handy & Harman  Credit Facility - Congress                 20,354           --
Handy & Harman  Credit Facility - Ableco                   71,000           --
Handy & Harman Senior Secured Credit Facility                --          129,080
Other                                                       6,100          7,500
                                                         --------       --------
                                                          190,274        229,400

Less portion due within one year                           96,877         40,056
                                                         --------       --------
Total long-term debt                                     $ 93,397       $189,344
                                                         ========       ========

     On March 31, 2004,  H&H obtained new  financing  agreements  to replace its
existing  Senior  Secured  Credit  Facilities,  including the  revolving  credit
facility. The new financing agreements include a revolving credit facility and a
$22.2  million  Term A  Loan  with  Congress  Financial  Corporation  ("Congress
Facilities") and a $71.0 million Term B Loan with Ableco Finance LLP ("Ableco").
Concurrently with the new financing agreements,  WHX loaned $43.5 million to H&H
to  repay,  in  part,  the  Senior  Secured  Credit  Facilities.  Such  loan  is
subordinated to the loans from Congress and Ableco.  In addition,  WHX deposited
$5.0 million of cash with Ableco as collateral for the H&H obligation.  Portions
of the cash  collateral  may be  returned to WHX prior to maturity of the Term B
Loan if H&H meets and maintains certain defined leverage ratios. As of September
30, 2004 $1.1 million of the collateral was returned to WHX.

     The new  revolving  credit  facility  provided  for up to $62.9  million of
borrowings  dependent on the levels of and  collateralized  by eligible accounts
receivable and inventory.  The revolving  credit  facility was amended on August
31,  2004 to reduce the maximum  amount of the loan from $70.0  million to $62.9
million.  The new revolving credit facility  provides for interest at LIBOR plus

                                       12




2.75% or the U.S.  Base  rate plus  1.00%.  Borrowings  under the new  revolving
credit  facility  amounted to $42.7 million at September 30, 2004.  The Congress
Facilities mature on March 31, 2007. On September 30, 2004 H&H had approximately
$11.5 million of funds available  under the new revolving  credit facility after
deducting  $5.0  million  excess  availability  requirement.  The Term Loan A is
collateralized by eligible  equipment and real estate, and provides for interest
at LIBOR plus 3.25% or U.S. Base rate plus 1.5%.  Borrowings  under the Congress
Facilities are  collateralized by all present and future stock and assets of H&H
and its subsidiaries including all contract rights, deposit accounts, investment
property,  inventory,  equipment,  real property,  and all products and proceeds
thereof.  The principal of the Term Loan A is payable in monthly installments of
$299,000.  The Congress Facilities contain affirmative,  negative, and financial
covenants  (including  minimum  EBITDA,   maximum  leverage,  and  fixed  charge
coverage),  and restrictions on cash  distributions that can be made to WHX. The
Company was in compliance with all covenants at September 30, 2004.

     The Ableco $71.0 million Term B Loan matures on March 31, 2007 and provides
for  annual  payments  based  on 40% of  excess  cash  flow  as  defined  in the
agreement.  Interest  is  payable  monthly at the Prime Rate plus 8%. At no time
shall  the  Prime  Rate  of  interest  be  below  4%.  The  Term B  Facility  is
collateralized  by all  assets of H&H,  subject  only to the  prior  lien of the
Congress Facilities.  The Term B facility contains  affirmative,  negative,  and
financial  covenants  (including  minimum EBITDA,  maximum  leverage,  and fixed
charge  coverage),  and restrictions on cash  distributions  that can be made to
WHX. The Company was in compliance with all covenants at September 30, 2004.

     At March  31,  2004,  Indiana  Tube  Danmark,  H&H's  wholly  owned  Danish
subsidiary,  obtained new financing agreements to replace and repay its existing
debt which had been issued under a  multi-currency  facility within the existing
H&H Senior  Secured  Credit  Facilities.  The new Danish  facilities  are with a
Danish bank (Nordea) and include a revolving credit facility and term loans. The
term  loans  consist  of a 20-year  mortgage  (collateralized  by  Indiana  Tube
Danmark's  building) and a 10 year serial loan  (collateralized by Machinery and
Equipment of Indiana Tube Danmark). Interest is variable, based on LIBOR, and is
fixed yearly on the mortgage and  quarterly on the serial loan. At September 30,
2004 there was  approximately  $6.1  million  outstanding  under the term loans.
Principal  payments on the term loans are  approximately  $480,000 per year. The
revolving credit facility is collateralized by accounts receivable and inventory
of Indiana Tube Danmark.  Interest is variable and based on Nordea's daily rate.
At  September  30,  2004 there were no  borrowings  under the  revolving  credit
facility.

     As described above the H&H loan agreements contain  provisions  restricting
payments to WHX. At September  30, 2004 the net assets of H&H amounted to $109.5
million, all of which was restricted as to the payment of dividends to WHX.

     In  connection  with  the  refinancing  of the H&H  Senior  Secured  Credit
Facility in March 2004,  the Company wrote off deferred  financing  fees of $1.2
million.  This charge is classified as loss on early  retirement of debt. In the
nine months ended  September 30, 2003,  the Company  purchased and retired $17.7
million  aggregate  principal  amount of 10 1/2% Senior Notes in the open market
for $14.3 million.  After the write off of $0.4 million of deferred debt related
costs, the Company recognized a pre-tax gain of $3.0 million.

     See Note 14 - Subsequent Event

NOTE 10- 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"). Specifically, the Order
Instituting  Proceedings  ("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  ("Exchange  Act"),  and that the Company violated Rules
14d-4(c) and 14d-6(d) under the Exchange Act upon  expiration of the Offer.  The
SEC does not claim  that the  Offer was  intended  to or in fact  defrauded  any
investor.  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  filed a  petition  and brief for the SEC to
review the decision, but only as to the All Holders Rule Claim. On June 4, 2003,
the SEC issued an  Opinion of the  Commission  that found that the  Company  had
violated  the "All Holders  Rule" and ordered that the Company  cease and desist
from  further  violations  of Section  14(d)(4) of the  Exchange Act or the "All

                                       13




Holders  Rule." The Company  filed a petition  for review of the SEC's  decision
with the United  States Court of Appeals for the District of Columbia.  On April
9, 2004,  the Court of Appeals  vacated the SEC's cease and desist order and the
portion of the SEC's Opinion that found the order justified, on the grounds that
both were arbitrary and capricious. The Court's Opinion also expressly explained
that the Court did not need to reach  (and did not reach)  the  Company's  other
claims,  which,  among other things,  challenged the merits of the SEC's finding
that the Company  violated the "All Holders Rule." All times for the SEC to seek
rehearing or to file a petition for certiorari  have expired and the mandate has
issued.  Accordingly,  this  matter is now  final.  As a result,  in the  second
quarter of 2004 the Company  reversed a $1.3 million reserve that was previously
recorded for the estimated  liability related to this proceeding.  This reversal
was credited to selling, general, and administrative expense in the accompanying
Condensed Consolidated Statement of Operations.

PBGC Action

     On March  6,  2003,  the  Pension  Benefit  Guaranty  Corporation  ("PBGC")
published its Notice of  Determination  ("Notice")  and on March 7, 2003 filed a
Summons and  Complaint  ("Complaint")  in United States  District  Court for the
Southern  District of New York seeking the  involuntary  termination  of the WHX
Plan.  WHX filed an answer to this  complaint on March 27, 2003,  contesting the
PBGC's action. On July 24, 2003, the Company entered into an agreement among the
PBGC,   Wheeling-Pittsburgh   Corporation  ("WPC"),   Wheeling-Pittsburgh  Steel
Corporation  ("WPSC"),  and the  United  Steelworkers  of  America,  AFL-CIO-CLC
("USWA") in settlement of matters relating to the PBGC v. WHX Corporation, Civil
Action No.  03-CV-1553,  in the United  States  District  Court for the Southern
District of New York ("Termination  Litigation"),  in which the PBGC was seeking
to terminate the WHX Plan. Under the settlement,  among other things, WHX agreed
(a) that the WHX Plan,  as it is  currently  constituted,  is a single  employer
pension plan, (b) to contribute  funds to the WHX Plan equal to moneys spent (if
any) by WHX or its  affiliates  to  purchase  WHX 10.5%  Senior  Notes  ("Senior
Notes") in future open market transactions,  and (c) to grant to the PBGC a pari
passu  security  interest  of up to $50.0  million in the event WHX  obtains any
future  financing on a secured basis or provides any security or collateral  for
the Senior Notes.  Also,  under the settlement,  the PBGC agreed (a) that, after
the effective  date of the POR, if it  terminates  the WHX Plan at least one day
prior to a Steel  facility  shutdown,  WHX shall be released from any additional
liability to PBGC resulting from the shutdown, (b) to withdraw its claims in the
WPC Bankruptcy Proceedings; and (c) to dismiss the Termination Litigation.

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.

Environmental Matters

     Prior to the  consummation of the POR, WHX was the sole stockholder of WPC,
the  parent  company of the WPC Group.  The WPC Group 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. The WPC Group entered
into a Settlement  Agreement  with the US EPA that  resolves all of the US EPA's
pre-petition unsecured claims under the Superfund law and releases the WPC Group
from any future  liability for such claims.  The  Bankruptcy  Court approved the
Settlement Agreement by order entered June 13, 2003.

     In the event the WPC Group is responsible for any environmental liabilities
relating to the period  prior to the  consummation  of the POR, and is unable to
fund these  liabilities,  claims  may be made  against  WHX for  payment of such
liabilities.

                                       14




NOTE 11 - REPORTED SEGMENTS

     The Company has three reportable segments: (1) 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) 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) Engineered Materials. This segment
manufactures  specialty  roofing and construction  fasteners,  products for gas,
electricity and water distribution using steel and plastic which are sold to the
construction,   and  natural  gas  and  water   distribution   industries,   and
electrogalvinized products used in the construction and appliance industries.

     Management  reviews  operating  income  to  evaluate  segment  performance.
Operating  income  for the  reportable  segments  excludes  unallocated  general
corporate expenses. 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.

     The following table presents  information  about reported  segments for the
three and nine  month  periods  ending  September  30,  2004 and  2003:

(in thousands)                                              THREE MONTHS ENDED              NINE MONTHS ENDED
                                                               SEPTEMBER 30,                   SEPTEMBER 30,
                                                            2004           2003           2004            2003
                                                         ---------      ---------      ---------      ---------
Revenue

   Precious Metal                                        $  25,568      $  19,547      $  82,146      $  63,266
   Wire & Tubing                                            37,452         29,371        107,682         92,278
   Engineered Materials                                     48,463         34,351        126,989         92,244
                                                         ---------      ---------      ---------      ---------
           Consolidated revenue                          $ 111,483      $  83,269      $ 316,817      $ 247,788
                                                         =========      =========      =========      =========

Segment operating income
   Precious Metal                                        $     592      $ (46,503)     $   4,288      $ (47,879)
   Wire & Tubing                                              (531)       (40,823)        (9,736)       (41,389)
   Engineered Materials                                      6,173          3,967         15,335          7,488
                                                         ---------      ---------      ---------      ---------
                                                             6,234        (83,359)         9,887        (81,780)
                                                         ---------      ---------      ---------      ---------

Gain/(loss) on disposal of fixed assets                        (43)           368          1,622            452
Pension - curtailment & special termination benefits          --           48,102           --           48,102
Unallocated corporate expenses                               1,072          1,600          2,736         15,582
                                                         ---------      ---------      ---------      ---------

    Operating Income/(loss)                                  5,119       (132,693)         8,773       (145,012)

Interest expense                                             6,901          4,537         17,717         14,457
Equity in Gain on  WPC                                        --              534           --              534
Gain (loss) on early retirement of debt                       --             --           (1,161)         2,999
Other income                                                    93            842          6,364          1,030
                                                         ---------      ---------      ---------      ---------

         Loss before taxes                                  (1,689)      (135,854)        (3,741)      (154,906)

Income tax expense                                             384          6,711          1,271            565
                                                         ---------      ---------      ---------      ---------
          Net loss                                       $  (2,073)     $(142,565)     $  (5,012)     $(155,471)
                                                         =========      =========      =========      =========


                                       15




NOTE 12 - SUPPLEMENTAL WPC GROUP INCOME STATEMENT DATA

     During the nine months ended  September  30, 2003 the WPC Group  incurred a
net loss of $77.2  million.  These results are not reflected in WHX's  September
30, 2003 consolidated  results of operations.  The WPC Group's summarized income
statement  data for the three and nine  months  ended  September  30, 2003 is as
follows (in thousands):

                                                 THREE MONTHS ENDED  NINE MONTHS ENDED
                                                    SEPTEMBER 30,      SEPTEMBER 30,
                                                        2003(1)           2003(1)


Net sales                                             $  81,298       $ 570,439
Cost of goods sold, excluding depreciation               77,629         564,584
Depreciation                                              6,095          39,889
Selling, general and administrative expenses              4,648          29,906
Reorganization expenses                                   1,995           8,140
                                                      ---------       ---------
Operating loss                                           (9,069)        (72,080)

Interest expense                                          1,462           9,185
Reorganization income                                      --               160
Other income                                                382           3,228
                                                      ---------       ---------

Pre-tax loss                                            (10,149)        (77,877)

Tax provision                                               (12)           (641)
                                                      ---------       ---------

Net loss                                              $ (10,137)      $ (77,236)
                                                      =========       =========

(1) Contains results through July 31, 2003 (the date of reorganization)




NOTE 13 - WPC SUBORDINATED NOTE

            In 2003, as part of the WPC Group Plan of Reorganization WHX forgave
its  claims  against  the  WPC  Group  and,  additionally,  contributed  to  the
reorganized  company  $20.0  million  in cash,  for which WHX  received  a $10.0
million  subordinated  note. This Note was fully reserved upon receipt.  In July
2004 the  Company  realized  $5.6  million  upon the sale of the note to a third
party and,  accordingly,  the reserve was reversed and $5.6 million was recorded
in other income in the second quarter of 2004.

NOTE 14 - SUBSEQUENT EVENT

            On October 29, 2004,  Handy & Harman completed the assignment of its
$71.0  million  Tranche B term  loan from  Ableco,  as agent,  and the  existing
lenders thereto, to Canpartners  Investments IV, LLC ("Canpartners"),  an entity
affiliated with Canyon Capital Advisors LLC, as agent and lender.  Substantially
all of the terms and  conditions  of the term loan continue  without  amendment,
with  the  principal  exception  that  the  interest  rate for the loan has been
reduced by 4.0% per annum,  effective October 29, 2004. In addition, of the $5.0
million  cash  balance  which WHX had  deposited  with Ableco at the time of the
original loan as  collateral  for the Handy & Harman  obligation,  approximately
$3.9 million,  the remaining  outstanding amount, has been returned to WHX as it
is no longer required  (approximately  $1.1 million had been returned during the
third quarter of 2004).


                                       16


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 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,   and  (iii)  the  impact  of
competition.  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 10 1/2% Senior  Notes in the amount of $92.8  million are
               due on April 15, 2005. It is the Company's intention to refinance
               this obligation  prior to its scheduled  maturity;  however there
               can be no assurance that such refinancing  will be obtained.  The
               Company's  access to capital  markets in the future to  refinance
               such  indebtedness may be limited.  If the Company were unable to
               refinance  this  obligation,  it would  have a  material  adverse
               impact on the liquidity, financial position and capital resources
               of WHX and would  impact the  Company's  ability to continue as a
               going  concern.  The  financial  statements  do not  reflect  any
               adjustments  related to this matter.  In June 2004 WHX  announced
               that it had  retained  Jefferies & Company,  Inc. to assist it in
               developing   recapitalization   alternatives.   A  committee   of
               preferred shareholders has been formed and has retained legal and
               financial advisors;

          o    The new H&H financing  agreements  discussed  below restrict cash
               payments  to WHX.  The  ability of WHX to  liquidate  liabilities
               arising in the ordinary course of business  through  December 31,
               2004 is dependent upon cash on hand;

          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 SEC could continue to adversely
               affect the Company's results of operations;

          o    The WPC Group has a large net  operating  tax loss  carryforward.
               WPC  was  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.  The WPC
               Group's tax  attributes  were  available to the WHX Group through
               December 31, 2003, and are no longer available; and

          o    Prior  to  the   consummation  of  the  POR,  WHX  was  the  sole
               stockholder of WPC, the parent company of the WPC Group.  The WPC
               Group has been  identified  as a  potentially  responsible  party
               under the  Superfund  law 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.  The WPC Group entered into a Settlement  Agreement with
               the US EPA  that  resolves  all  of  the  US  EPA's  pre-petition
               unsecured  claims  under the  Superfund  law and releases the WPC
               Group from any future  liability for such claims.  The Bankruptcy
               Court approved the Settlement Agreement by order entered June 13,


                                       17


               2003.  In  the  event  the  WPC  Group  is  responsible  for  any
               environmental  liabilities  relating  to the period  prior to the
               consummation of the POR, and is unable to fund these liabilities,
               claims may be made against WHX for payment of such liabilities.

 Overview

             WHX is a holding  company that has been structured to invest in and
manage a diverse group of businesses.  WHX's primary business currently is Handy
& Harman,  a diversified  manufacturing  company whose strategic  business units
encompass three segments: precious metal plating and fabrication, specialty wire
and tubing, and engineered materials.

             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 THIRD QUARTER OF 2004 WITH THE THIRD QUARTER OF 2003

            Net sales for the third quarter of 2004 were $111.5 million compared
to $83.3 million in the third quarter of 2003.  Sales  increased by $6.0 million
at the Precious Metal  Segment,  $8.1 million at the Wire & Tubing Segment ($1.1
million  increase  for Wire and $7.0  million  increase  for  Tubing)  and $14.1
million at the Engineered  Materials Segment.  Gross profit percentage decreased
in the third  quarter of 2004 to 17.6% from 20.2% in the third  quarter of 2003.
This  decrease  resulted  primarily  from a gain on the  liquidation  of certain
precious  metals  inventory of $3.0 million  recorded in the 2003 period.  Gross
profit in the 2004 period was  negatively  impacted by lower margins in the wire
and cable  business.  Gross  profit  improved in the tubing  businesses  and the
engineered  materials  segment due to increased sales volume and selling prices,
partially offset by increased raw material costs.

            Selling,  general and administrative expenses increased $1.6 million
to $14.4  million  in the  third  quarter  of 2004  from  $12.8  million  in the
comparable  2003  period.  The 2004  period  includes a decrease  in net pension
credit of $0.8 and  increased  selling  expenses  associated  with the increased
sales levels discussed above. The 2004 period also reflects the benefit from the
termination of the WPN  management  agreement.  The 2003 period  includes a $3.0
million  gain  on  insurance  proceeds  and a  $2.2  million  write-down  of the
Fairfield, CT facility.

            Operating  income  for the third  quarter  of 2004 was $5.1  million
compared  to a loss of $132.7  million for the third  quarter of 2003.  The 2003
period results include a $48.1 million non-cash pension  curtailment and special
termination  benefit charge related to the consummation of the WPC Group Plan of
Reorganization  and a  non-cash  goodwill  impairment  charge of $89.0  million.
Operating  income at the segment level was $6.2 million compared to an operating
loss of $83.4  million in 2003.  The 2003  operating  loss at the segment  level
includes the aforementioned non-cash goodwill impairment charge of $89.0 million
relating to the Company's specialty tubing and precious metal operations, a $3.0
million gain on insurance  proceeds,  a $3.0 million gain on the  liquidation of
certain  precious  metal  inventory,  and  a  $2.2  million  write-down  of  the
Fairfield, CT property.

            Interest  expense  for the  third  quarter  of 2004  increased  $2.4
million to $6.9  million from $4.5  million in the third  quarter of 2003.  This
increase was due to higher interest rates.

            Other income was $0.1 million in the third  quarter of 2004 compared
to $0.8 million in the third quarter of 2003.

              In the third  quarter of 2004 a tax  provision of $0.4 million was
recorded  for foreign  and state  taxes.  The  Company has  recorded a valuation
allowance related to the Federal tax benefit  associated with the current period
loss due to the uncertainty of realizing these benefits in the future.  The 2003
third  quarter  tax  provision  is based on a  Federal  rate of 35%,  offset  by
permanent  differences  and state and foreign tax expense.  At December 31, 2003
the Company had Federal net operating  loss carry  forwards of $90.6 million for
which no benefit has been recognized.

            The comments that follow  compare  revenues and operating  income by
segment for the third quarter 2004 and 2003:


                                       18


PRECIOUS METAL

            Sales for the Precious  Metal  Segment  increased  $6.0 million from
$19.5  million in 2003 to $25.6  million in 2004  primarily  due to market share
gains,  stronger demand in the electrical and  telecommunications  markets,  and
increased precious metal prices.

            Operating  income  increased  $47.1  million to $0.6 million in 2004
from a loss of $46.5 million in 2003.  The 2003 period  includes a $50.5 million
non-cash charge for goodwill impairment,  a $3.0 million gain on the liquidation
of certain precious metal inventories, a $3.0 million gain on insurance proceeds
and a $2.2 million  write-down of the Fairfield,  CT property.  Improvements  in
operating  income in 2004  resulting from the  aforementioned  sales growth were
partially offset by higher raw material costs.

WIRE & TUBING

            Sales for the Wire & Tubing  Segment  increased  $8.1 million  ($1.1
million  increase  for Wire and $7.0  million  increase  for Tubing)  from $29.4
million in 2003 ($8.8  million  for Wire and $20.6  million for Tubing) to $37.5
million  ($9.9  million for Wire and $27.6  million  for  Tubing) in 2004.  This
increase is primarily related to market share gains, new products,  and stronger
demand in appliance,  medical,  and semi conductor markets as they relate to the
Company's tubing businesses.

            Operating loss decreased by $40.3 million ($0.3 million  increase in
operating  loss for Wire and $40.6  million  increase  in  operating  income for
Tubing) from a loss of $40.8  million  ($2.1  million for Wire and $38.7 million
for Tubing) in 2003 to a loss of $0.5  million  (operating  loss of $2.4 million
for Wire and  operating  income of $1.9  million for  Tubing) in 2004.  The 2003
period included a $38.5 million non-cash charge for goodwill  impairment related
to the Tubing business.  Improvement in operating income for the Tubing business
is due to the increased sales level discussed  above.  Partially  offsetting the
improvement in the Tubing  businesses is the continuing poor  performance of the
wire and cable business.

ENGINEERED MATERIALS

            Sales for the Engineered  Materials  Segment increased $14.1 million
from $34.4 million in 2003 to $48.5  million in 2004 due to a strong  commercial
construction market, market share gains, and increased sales prices.

            Operating income increased by $2.2 million from $4.0 million in 2003
to $6.2 million in 2004. The operating income increase is due to the sales gains
discussed above, partially offset by increased steel costs.

UNALLOCATED CORPORATE EXPENSES

            Unallocated corporate expenses declined from $1.6 million in 2003 to
$1.1  million  in 2004.  This is  primarily  due to the  termination  of the WPN
management  agreement  partially  offset  by a  reduced  pension  credit of $0.8
million and increased salaries.

GOODWILL IMPAIRMENT

            Operating  results for the nine months ended September 30, 2003 were
significantly  lower than expected.  This was due to several factors including a
slower than expected recovery in the US manufacturing  sector. As a result,  the
Company obtained current short term and longer-term forecasts from its operating
units and revised its expectations  concerning future earnings and cash flow for
certain of its  reporting  units.  As a result of the  evaluation,  in the third
quarter  of 2003 the  Company  recorded a  goodwill  impairment  charge of $89.0
million as follows: Precious Metal Plating Group $47.0 million, Specialty Tubing
Group $38.5 million, Precious Metal Fabrication Group $3.5 million.

            The  expected  rate of  growth in sales  and  profitability  for the
Precious Metal Plating Group was lowered as the result of several  factors.  The
business had not returned to the level of profitability it experienced  prior to
the 2002 fire at its Indianapolis, IN facility. Partial resumption of operations
occurred soon after the fire and repairs to the building, its infrastructure and
replacement of machinery and equipment were completed in early 2003. However, as
a  result  of the  fire,  the  Company  lost  market  share to  competitors  and


                                       19


experienced erosion in selling prices. In the third quarter of 2003, the Company
lowered  its  expectations  as to the  timing of a return to pre fire  levels of
revenue and profitability. In addition, the expected start dates of new programs
(new products) were extended.

            The  estimated  rate of growth for the  Specialty  Tubing  Group was
lowered,  as the growth in medical,  appliance and semi-conductor  markets,  was
slower than  anticipated,  and the development of new products was not as strong
as originally forecast. In addition,  profit forecasts were lowered due to lower
sales prices in the appliance market and greater than expected  increases in raw
material costs (steel).

            The  estimated  rate of growth for the  Precious  Metal  Fabrication
Group was lowered for the slower than expected growth in sales for new products.

             Concurrently,   the  Company  began  preliminary  discussions  with
various financial institutions  concerning the refinancing of the Handy & Harman
credit  facility (the revolving  credit portion of which was scheduled to mature
in 2004). From these  discussions the Company  determined that the deterioration
in earnings at H&H would result in higher than  anticipated  long-term  interest
rates when H&H refinanced  its credit  facility.  The  combination of lower than
expected future earnings and an expected  increase in the weighted  average cost
of capital triggered the Company's  evaluation of goodwill for impairment in the
third quarter of 2003.

            The results of the  Company's  annual  impairment  review,  which is
performed in the fourth quarter, are highly dependent on management's projection
of future results.  The use of different  estimates and assumptions  employed in
the  discounted  cash flow model that  measures the fair value of the  Company's
reporting units could result in an impairment of goodwill.

COMPARISON OF THE FIRST NINE MONTHS OF 2004 WITH THE FIRST NINE MONTHS OF 2003

            Net sales  for the first  nine  months of 2004 were  $316.8  million
compared to $247.8 million in the first nine months of 2003.  Sales increased by
$18.9  million at the Precious  Metal  Segment,  by $15.4  million at the Wire &
Tubing  Segment  ($0.9  million for Wire and $14.5  million for Tubing),  and by
$34.7  million at the  Engineered  Materials  Segment.  Gross profit  percentage
decreased in the nine month period of 2004 to 18.3% from 19.1% in the comparable
2003  period  primarily  due to a gain on the  liquidation  of certain  precious
metals  inventory of $3.0 million  recorded in 2003  partially  offset by a $1.3
million lower of cost or market adjustment for precious metal inventory recorded
in the 2003 period.  Gross profit in the 2004 period was negatively  impacted by
lower  margins in the wire and cable  business.  Gross  profit  improved  in the
tubing  businesses and the engineered  materials  segment due to increased sales
volume and selling prices, partially offset by increased raw material costs.

            Selling, general and administrative expenses decreased $13.8 million
to $41.8  million  in the first nine  months of 2004 from  $55.6  million in the
comparable  2003 period.  This resulted from decreased  pension  expense of $8.5
million,  lower  professional  fees,  and the  termination of the WPN management
agreement.  Also  included in the 2004 period is the  reversal of a $1.3 million
reserve for a legal proceeding that was settled in the Company's favor. Included
in the 2003 nine month results is approximately $2.6 million associated with the
shut down of certain H&H  operations,  and a $3.5  million  charge for  employee
separation and related  expenses in the first quarter of 2003. This $3.5 million
charge  related to a reduction  in  executive,  administrative  and  information
technology  personnel at H&H. The 2003 period also  includes a $3.0 million gain
on  insurance  proceeds  and a $2.2  million  write-down  of the  Fairfield,  CT
facility. The balance of the fluctuation in selling,  general and administrative
expenses is increased  selling  expenses  associated  with the  increased  sales
levels discussed above.

            Gain on disposal of fixed assets for the nine months ended September
30, 2004 amounted to $1.6 million.  This gain was primarily  from the sale of an
aircraft.

            Operating  income for the first nine months of 2004 was $8.8 million
compared to a $145.0  million  operating loss for the first nine months of 2003.
Operating  income at the segment level was $9.9 million compared to an operating
loss of $81.8 million in 2003. The 2004  operating  results at the segment level
include a $9.0 million asset impairment charge recorded in the second quarter of
2004 relating to the wire and cable business.  The 2003 period results include a
non-cash goodwill impairment charge of $89.0 million. The 2003 operating loss at
the segment  level also  includes a $3.0 million gain on insurance  proceeds,  a
$3.0 million gain on the  liquidation  of certain  precious metal  inventory,  a
non-cash  lower of cost or market  charge of $1.3  million  related to  precious
metal inventory and a $2.2 million write-down of the Fairfield, CT property. The
2003 period  also  includes a $3.5  million  charge  related to a  reduction  in
executive,  administrative  and  information  technology  personnel  at H&H  and


                                       20


approximately  $2.6  million  associated  with  the  shut  down of  certain  H&H
operations.  The  balance  of the  increase  in  operating  income is due to the
above-mentioned increased sales levels.

            Interest  expense for the first nine months of 2004  increased  $3.3
million to $17.7  million  from $14.4  million in the first nine months of 2003.
This  increase was due to increased  interest  rates  partially  offset by lower
borrowings.

            In connection  with the refinancing of the H&H Senior Secured Credit
Facility in March 2004,  the Company wrote off deferred  financing  fees of $1.2
million.  This charge is classified as loss on early  retirement of debt. In the
nine months ended  September 30, 2003,  the Company  purchased and retired $17.7
million  aggregate  principal  amount of 10 1/2% Senior Notes in the open market
for $14.3 million.  After the write off of $0.4 million of deferred debt related
costs, the Company recognized a pre-tax gain of $3.0 million.

            Other  income was $6.4  million in 2004.  The Company had received a
$10.0 million  subordinated  note from WPSC upon  consummation of the POR, which
had been fully reserved. In July 2004 the Company realized $5.6 million upon the
sale of the note to a third party and, accordingly, the reserve was reversed and
$5.6 million was recorded in other income in the second quarter.

            The  Company  has  recorded  a  valuation  allowance  related to the
Federal  tax  benefit  associated  with  the  current  period  loss  due  to the
uncertainty of realizing  these benefits in the future.  In 2004 a tax provision
of $1.3 million was  recorded  for foreign and state taxes.  The 2003 period tax
provision is based on a federal benefit of 35%, offset by permanent  differences
and state and foreign tax expense.  At December 31, 2003 the Company had Federal
net operating loss carry forwards of $90.6 million for which no benefit has been
recognized.

            The comments that follow compare  revenues and operating income from
continuing operations by segment for the nine - month periods 2004 and 2003:

PRECIOUS METAL

            Sales for the Precious  Metal Segment  increased  $18.9 million from
$63.2  million  in 2003 to $82.1  million  in 2004.  This  increase  in sales is
primarily  due to market  share gains,  stronger  demand in the  electrical  and
telecommunications markets, and increased precious metal prices.

            Operating  income was $4.3 million in 2004  compared to an operating
loss of $47.9 million in 2003. The 2003 period includes a $50.5 million non-cash
charge for  goodwill  impairment,  a $3.0  million  gain on the  liquidation  of
certain  precious  metal  inventories,  and a $3.0  million  gain  on  insurance
proceeds and a $2.2  million  write-down  of the  Fairfield,  CT property.  Also
included  in 2003 is a non cash lower of cost or market  charge of $1.3  million
related to  precious  metal  inventory  and $1.1  million of  severance  related
expenses  allocated to this segment from the reduction in salaried staff at H&H.
The balance of the  improvement  in  operating  income in 2004 is related to the
above-mentioned increase in sales partially offset by higher raw material costs.

WIRE & TUBING

            Sales for the Wire & Tubing  Segment  increased  $15.4 million ($0.9
million for Wire and $14.5 million for Tubing) from $92.3 million ($28.1 million
for Wire and $64.2 million for Tubing) in 2003 to $107.7  million ($29.0 million
for Wire and $78.7  million for  Tubing) in 2004.  This  increase  is  primarily
related to market share gains,  new products,  and stronger demand in appliance,
medical,  and  semi-conductor  markets as they  relate to the  Company's  tubing
businesses.

            Operating loss decreased by $31.7 million ($9.6 million  increase in
operating loss for Wire and $41.3 million decrease in operating loss for Tubing)
from an operating loss of $41.4 million ($4.5 million for Wire and $36.9 million
for Tubing) in 2003 to a loss of $9.7 million ($14.1 million  operating loss for
Wire and $4.4  million  operating  income for  Tubing) in 2004.  The 2004 period
includes a $9.0 million asset  impairment  charge recorded in the second quarter
of 2004  relating to the wire and cable  business.  The 2003  period  included a
$38.5 million non-cash charge for Specialty Tubing goodwill impairment. The 2003
period also includes costs related to the closure of certain wire facilities and
$1.5  million  ($0.3  million for Wire and $1.2 million for Tubing) of severance
related expenses  allocated to this segment from the reduction in salaried staff
at H&H. The operating  results of this segment were  negatively  impacted by the
poor performance of the wire and cable business and by production inefficiencies
related to new products at a stainless  tubing group  facility.  These  declines
were offset by the improved operating  performance at the Company's other tubing


                                       21


facilities.  These  improvements are directly related to the sales  improvements
discussed above.

ENGINEERED MATERIALS

            Sales for the Engineered  Materials  Segment increased $34.7 million
from $92.2 in 2003 to $127.0  million in 2004 primarily due to due to a stronger
commercial construction market, market share gains, and increased sales prices.

            Operating income increased $7.8 million from $7.5 million in 2003 to
$15.3 million in 2004. This increase in operating income is primarily due to the
increase  in sales noted  above,  partially  offset by  increased  steel  costs.
Included in 2003 is $0.9 million of severance related expenses allocated to this
segment from the reduction in salaried staff at H&H.

UNALLOCATED CORPORATE EXPENSES

            Unallocated  corporate expenses decreased from $15.6 million in 2003
to $2.7 million in 2004. This decrease is primarily related to decreased pension
expense of $8.5 million,  lower  professional  fees, the  termination of the WPN
management  agreement  in January of 2004,  and the  reversal of a $1.3  million
reserve for a legal proceeding.  These  improvements were partially offset by an
increase in salary expense and insurance costs.  Full year pension expense under
SFAS 87  accounting  is  estimated  to be a  credit  of $2.5  million  in  2004.
Accordingly,  a pension credit of $1.9 million was recognized  through September
30, 2004.

GOODWILL IMPAIRMENT

            See  discussion of goodwill  impairment  in the  comparison of third
quarter 2004 to third  quarter of 2003 section of  Management's  Discussion  and
Analysis of Financial Position and Results of Operations.

FINANCIAL POSITION

            Net cash used by  operating  activities  for the nine  months  ended
September 30, 2004 totaled $40.4 million.  Income from  operations  adjusted for
non-cash income and expense items provided $8.7 million of cash. Working capital
accounts used $39.8 million of funds, as follows: accounts receivable used $20.9
million,  trade  payables  provided  $12.0  million.  Inventories  totaled $71.7
million at September 30, 2004, and used $29.9  million.  Net other current items
used $1.0 million.

            At September  30, 2004  accounts  receivable  totaled  $62.9 million
compared to $42.1  million at December 31, 2003,  an increase of $20.9  million.
The  increase in accounts  receivable  reflects  the strong sales levels for the
three-month  period ended September 30, 2004 when compared to the fourth quarter
of 2003.  Accounts  receivable at year-end are normally at their lowest level of
the year as a result of the normal  slow down in  manufacturing  activity in the
later part of the fourth  quarter.  This is the result of  scheduled  plant shut
downs and holidays in November  and  December and the slow down in  construction
markets in December.

            At September 30, 2004  inventory  totaled $71.7 million  compared to
$41.8 million at December 31, 2003, an increase of $29.9  million.  The increase
in inventory is primarily  related to the termination of the Company's  precious
metal  consignment  facility on March 30, 2004 coincident with H&H entering into
new financing  agreements to replace existing Senior Secured Credit  facilities,
including the revolving credit facility.  At December 31, 2003, 1,605,000 ounces
of  silver  and  14,617  ounces of gold were  leased  to the  Company  under the
consignment  facility.  Upon termination of this facility on March 30, 2004, H&H
purchased  approximately $15.0 million of precious metal. The purchased precious
metals  amounted to $19.2  million at  September  30,  2004 and are  included in
inventory.  The  remaining  increase of $10.7  million is  primarily  related to
higher steel costs.

            A pension  contribution of $5.8 million was made in 2004.The Company
estimates that it will make a pension  contribution of approximately 1.2 million
in 2005.

            Other  non-working  capital items  included in operating  activities
used $3.5 million.  In connection with the H&H  refinancing,  WHX deposited $5.0
million of cash with H&H's lender as collateral for the H&H obligation. Portions
of the cash  collateral  may be returned to WHX prior to maturity of the loan if
H&H meets and maintains certain defined leverage ratios. In the third quarter of
2004 $1.1 million of these funds were returned to WHX.

                                       22


            In the first nine months of 2004,  $7.0 million was spent on capital
improvements.

            In 2003 the  Company  purchased  an  aircraft,  which it sold in the
first quarter of 2004 for $19.3 million. The sale resulted in a gain of $30,000.
The aircraft was included in other current assets on the Company's  consolidated
balance sheet at December 31, 2003.  Additionally,  the Company sold an aircraft
in second quarter of 2004.  The sale of this aircraft  provided $7.0 million and
resulted in a pre-tax gain of $1.7 million.

            The Company had received a $10.0 million subordinated note from WPSC
upon  consummation of the POR, which had been fully  reserved.  In July 2004 the
Company  realized  $5.6  million upon the sale of the note to a third party and,
accordingly,  the reserve was  reversed  and $5.6  million was recorded in other
income in the second quarter of 2004.

            In the third quarter of 2003 the Company received $1.3 million of an
escrow deposit related to the sale of a former subsidiary.


            The Company's major subsidiary, H&H, maintains separate and distinct
credit facilities with various financial institutions.  These facilities contain
affirmative,  negative,  and  financial  covenants  (including  minimum  EBITDA,
maximum  leverage,  and  fixed  charge  coverage),   and  restrictions  on  cash
distributions that can be made to WHX.

            Borrowings  outstanding  under Handy & Harman's credit facilities at
September  30,  2004  amounted  to  $134.1   million.   In  addition  there  was
approximately  $6.1 million of borrowings  outstanding  under H&H's wholly owned
Danish subsidiary's term loans.

LIQUIDITY

            As previously discussed,  the WHX 10 1/2% Senior Notes in the amount
of $92.8  million are due on April 15, 2005.  It is the  Company's  intention to
refinance this obligation prior to its scheduled maturity;  however there can be
no assurance that such  refinancing  will be obtained.  The Company's  access to
capital markets in the future to refinance such indebtedness may be limited.  If
the Company were unable to refinance this  obligation,  it would have a material
adverse impact on the liquidity, financial position and capital resources of WHX
and would  impact the  Company's  ability to  continue as a going  concern.  The
financial statements do not reflect any adjustments related to this matter.

            WHX's liquidity is dependent on its ability to refinance the 10 1/2%
Senior Notes,  cash on hand,  investments,  and general economic  conditions and
their effect on market demand. In addition, it 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 H&H  Facilities  and  funds  generated  from
operations.  At September 30, 2004, WHX  Corporation,  the parent  company,  had
$20.6 million in cash that was unrestricted and available to the parent company.
Such funds are adequate to satisfy WHX  Corporation's  obligations  prior to the
April 15, 2005 date of maturity of its 10-1/2%  Senior  Notes.  At September 30,
2004 H&H had $11.5 million of funds  available  under its new  revolving  credit
facility (see below).  The WHX Group believes that,  cash on hand,  investments,
sales  of  selected  assets,  and  funds  available  under  the new  H&H  credit
facilities,  will  provide  the WHX Group  with the funds  required  to  satisfy
working capital and capital expenditure requirements.  However, factors, such as
economic  conditions,  could  materially  affect  the  WHX  Group's  results  of
operations, financial condition and liquidity.

            The new H&H financing  agreements (see below) restrict cash payments
to WHX.  The ability of WHX to  liquidate  liabilities  arising in the  ordinary
course of business  prior to the  maturity of the 10 1/2% Senior  Notes on April
15, 2005 is dependent on cash on hand.

            H&H's revolving  credit  facility  existing at December 31, 2003 was
scheduled  to mature on July 31,  2004.  On March 31,  2004,  H&H  obtained  new
financing  agreements to replace and repay its existing  Senior  Secured  Credit
Facilities,   including  the  revolving  credit  facility.   The  new  financing
agreements include a $70.0 million revolving credit facility and a $22.2 million
Term A Loan with Congress Financial  Corporation  ("Congress  Facilities") and a
$71.0 million Term B Loan with Ableco Finance LLP ("Ableco").  Concurrently with
the new financing agreements, WHX loaned $43.5 million to H&H to repay, in part,
the Senior Secured Credit  Facilities.  Such loan is  subordinated  to the loans
from Congress and Ableco.  In addition,  WHX deposited $5.0 million of cash with


                                       23


Ableco as  collateral  security  for the H&H  obligation.  Portions  of the cash
collateral  may be  returned  to WHX prior to maturity of the Term B Loan if H&H
meets and maintains  certain defined  leverage ratios.  As of September  30,2004
$1.1  million of such funds were  returned  to WHX.  On  October  29,  2004,  in
connection with the assignment of the Term B Note,  approximately  $3.9 million,
the remaining outstanding amount, was returned to WHX (see below).

            The new revolving  credit facility  provided for up to $70.0 million
of borrowings dependent on the levels of and collateralized by eligible accounts
receivable and inventory.  The revolving  credit  facility was amended on August
31,  2004 to reduce  the  maximum  amount of the loan from $70  million to $62.9
million.  The new revolving credit facility  provides for interest at LIBOR plus
2.75% or the U.S.  Base  rate plus  1.00%.  Borrowings  under the new  revolving
credit  facility  amounted to $42.7 million at September 30, 2004.  The Congress
facilities mature on March 31, 2007. On September 30, 2004 H&H had approximately
$11.5million of funds  available  under the new revolving  credit facility after
deducting $5.0 million of excess  availability  requirement.  The Term Loan A is
collateralized by eligible  equipment and real estate, and provides for interest
at LIBOR plus 3.25% or the prime rate plus 1.5%.  Borrowings  under the Congress
Facilities are  collateralized by all present and future stock and assets of H&H
and its subsidiaries including all contract rights, deposit accounts, investment
property,  inventory,  equipment,  real property,  and all products and proceeds
thereof.  The principal of the Term Loan A is payable in monthly installments of
$299,000.  The Congress Facilities contain affirmative,  negative, and financial
covenants  (including  minimum  EBITDA,   maximum  leverage,  and  fixed  charge
coverage),  and restrictions on cash  distributions that can be made to WHX. The
Company was in compliance with all covenants at September 30, 2004.

            The Ableco  $71.0  million Term B Loan matures on March 31, 2007 and
provides for annual  payments based on 40% of excess cash flow as defined in the
agreement.  Interest  is  payable  monthly at the Prime Rate plus 8%. At no time
shall  the  Prime  Rate  of  interest  be  below  4%.  The  Term B  Facility  is
collateralized  by all  assets of H&H,  subject  only to the  prior  lien of the
Congress Facilities.  The Term B facility contains  affirmative,  negative,  and
financial  covenants  (including  minimum EBITDA,  maximum  leverage,  and fixed
charge  coverage),  and restrictions on cash  distributions  that can be made to
WHX. The Company was in compliance with all covenants at September 30, 2004.

            On October 29, 2004,  Handy & Harman completed the assignment of its
$71.0  Tranche B term  loan  from  Ableco to  Canpartners  Investments  IV,  LLC
("Canpartners"), an entity affiliated with Canyon Capital Advisors LLC, as agent
and  lender.  Substantially  all of the  terms and  conditions  of the term loan
continue without amendment,  with the principal exception that the interest rate
for the loan has been reduced by 4.0% per annum,  effective October 29, 2004. In
addition,  of the $5 million cash collateral which WHX had deposited with Ableco
at the  time  of the  original  loan  as  collateral  for  the  Handy  &  Harman
obligation,  approximately $3.9 million,  the remaining  outstanding amount, has
been returned to WHX  (approximately  $1.1 million had been returned  during the
third quarter of 2004).

            At March 31, 2004,  Indiana Tube Danmark,  H&H's wholly owned Danish
subsidiary,  obtained new financing agreements to replace and repay its existing
debt which had been issued under a  multi-currency  facility within the existing
H&H Senior  Secured  Credit  Facilities.  The new Danish  facilities  are with a
Danish bank (Nordea) and include a revolving credit facility and term loans. The
term  loans  consist  of a 20-year  mortgage  (collateralized  by  Indiana  Tube
Danmark's  building) and a 10 year serial loan  (collateralized by Machinery and
Equipment of Indiana Tube Danmark). Interest is variable, based on LIBOR, and is
fixed yearly on the mortgage and  quarterly on the serial loan. At September 30,
2004 there was  approximately  $6.1  million  outstanding  under the term loans.
Principal  payments on the term loans are  approximately  $480,000 per year. The
revolving credit facility is collateralized by accounts receivable and inventory
of Indiana Tube Danmark.  Interest is variable and based on Nordea's daily rate.
At  September  30,  2004 there were no  borrowings  under the  revolving  credit
facility.

            As  described  above  the H&H  loan  agreements  contain  provisions
restricting  payments  to WHX.  At  September  30,  2004 the net  assets  of H&H
amounted to $109.5  million,  all of which was  restricted  as to the payment of
dividends to WHX.

            As of  September  30,  2004,  the  total of the WHX  Group's  future
contractual  commitments,   including  the  repayment  of  debt  obligations  is
summarized as follows:

                                      Payments Due by Period
                   -----------------------------------------------------------------
   Contractual
   Obligations       Total      2004       2005        2006      2007     thereafter
- ------------------------------------------------------------------------------------
Debt               $232,983   $ 43,677   $ 96,877   $  4,059   $ 83,815   $  4,555
Operating Leases   $  4,320   $    421   $  1,660   $  1,326   $    913   $      7


                                       24


            At  September  30,  2004 there were 2.6  million  shares of Series A
Convertible  Preferred  Stock and 2.9  million  shares  of Series B  Convertible
Preferred  Stock  outstanding.  Dividends on these shares are cumulative and are
payable quarterly in arrears, in an amount equal to $3.25 per annum per share of
Series A and $3.75 per annum per share of Series B. Pursuant to the terms of the
Supplemental  Indenture to the Company's 10 1/2% Senior  Notes,  the Company was
prohibited from paying dividends on this Preferred Stock until after October 31,
2002,  at the  earliest  and  thereafter  only in the  event  that  the  Company
satisfies  certain  conditions set forth in the Indenture.  Such conditions were
not satisfied at September 30, 2004.  Presently,  management believes that it is
not  likely  that  the  Company  will  be  able to pay  these  dividends  in the
foreseeable future. The holders of the Preferred Stock are eligible to elect two
directors to the Company's Board of Directors upon the Company's  failure to pay
six quarterly  dividend payments,  whether or not consecutive.  Dividends on the
Preferred  Stock have not been paid since the  dividend  payment of October  31,
2000.  Accordingly,  the holders of the Preferred  Stock have the right to elect
two directors to the Company's  Board of Directors.  To date, the holders of the
Preferred  Stock  have not  elected  such  directors.  At  September  30,  2004,
preferred  dividends in arrears totaled $77.7 million.  The Company has retained
Jefferies & Company to assist in the  evaluation  of  possible  recapitalization
options. A committee of preferred  shareholders has been formed and has retained
legal and financial advisors.

NEW ACCOUNTING STANDARDS

            In  January   2003,   the  FASB   issued   Interpretation   No.  46,
"Consolidation of Variable Interest Entities," which addresses  consolidation by
a business of variable interest entities in which it is the primary beneficiary.
In December  2003,  the FASB  issued a revised  Interpretation,  FIN 46R,  which
addresses a partial deferral of and certain proposed modifications to FIN 46, to
address  certain  implementation  issues.  The adoption of FIN 46R on January 1,
2004 did not have a material impact on the Company's financial statements.

            In January 2004,  the FASB issued FASB Staff Position No. FAS 106-1,
"Accounting  and Disclosure  Requirements  Related to the Medicare  Prescription
Drug,  Improvement and Modernization  Act of 2003" (FSP 106-1).  The FSP permits
employers that sponsor postretirement benefit plans (plan sponsors) that provide
prescription  drug  benefits to  retirees  to make a one-time  election to defer
accounting for any effects of the Medicare Prescription Drug,  Improvement,  and
Modernization  Act of 2003 (the "Act").  Without the FSP, plan sponsors would be
required under Statement of Financial  Accounting  Standards No. 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions (FAS 106), to account
for the effects of the Act in the fiscal period that includes  December 8, 2003,
the date the President signed the Act into law.

            Proposed FASB Staff Position No. 106b (FSP 106-b) includes  guidance
on  recognizing  the effects of the new  legislation  under  various  conditions
surrounding  the assessment of "actuarial  equivalence"  of subsidies  under the
Act. The proposed FSP 106-b,  if passed would be effective for the first interim
or  annual  period  beginning  after  June 15,  2004  with  earlier  application
permitted.  The  adoption  of FSP 106-2 on July 1, 2004 did not have a  material
impact on the Company's financial statements.


                                     *******

            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.

                                       25


ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk and Related Risks

            In the normal  course of business,  the Company is exposed to market
risk or price fluctuation  related to the purchase of natural gas,  electricity,
precious  metals,  steel  products  and certain  non-ferrous  metals used as raw
material.  The Company is also exposed to the effects of price  fluctuations  on
the value of its commodity  inventories,  specifically,  H&H's  precious  metals
inventories.

            The  Company's  market risk  strategy has  generally  been to obtain
competitive  prices for its products and services and allow operating results to
reflect market price movements dictated by supply and demand.

            The Company holds unhedged precious metal positions that are subject
to market fluctuations. The portion of the precious metal inventory that has not
been hedged and,  therefore,  is subject to price risk is included in  inventory
using the last-in, first-out (LIFO) method of inventory valuation. To the extent
that  additional  precious  metal  inventory is required to support  operations,
precious  metals are  purchased  and  immediately  sold using  forward or future
contracts, to eliminate the economic risk of price fluctuations. To minimize the
risk of counter  party  non-performance,  such  contracts  are made only through
major financial  institutions.  From time to time, senior management reviews the
appropriate precious metal inventory levels and may elect to make adjustments.


Foreign Currency Exchange Rate Risk

            The Company is subject to the risk of price fluctuations  related to
anticipated   revenues  and  operating  costs,   firm  commitments  for  capital
expenditures and existing assets or liabilities  denominated in currencies other
than U.S. dollars. The Company has not generally used derivative  instruments to
manage this risk.

Interest Rate Risk

            Fair  value of cash and cash  equivalents,  receivables,  short-term
borrowings,  accounts payable, accrued interest and variable-rate long-term debt
approximate  their carrying values and are relatively  insensitive to changes in
interest rates due to the short-term maturity of the instruments or the variable
nature of underlying interest rates.

            The Company attempts to maintain a reasonable  balance between fixed
and floating-rate debt in an attempt to keep financing costs as low as possible.
At September  30, 2004,  the  Company's  portfolio  of long-term  debt  included
fixed-rate instruments.  Accordingly,  the fair value of such instruments may be
relatively sensitive to effects of interest rate fluctuations.  In addition, the
fair value of such instruments is also affected by investors' assessments of the
risks  associated with  industries in which the Company  operates as well as the
Company's overall  creditworthiness and ability to satisfy such obligations upon
their maturity. However, the Company's sensitivity to interest rate declines and
other  market risks that might  result in a  corresponding  increase in the fair
value of its fixed-rate debt portfolio would only have an unfavorable  effect on
the Company's result of operations and cash flows to the extent that the Company
elected  to  repurchase  or  retire  all or a  portion  of its  fixed-rate  debt
portfolio at an amount in excess of the corresponding carrying value.


ITEM 4.      CONTROLS AND PROCEDURES

            Based on their  evaluation,  as of September 30, 2004, the Company's
Principal  Executive Officer and Principal  Financial Officer have concluded the
Company's  disclosure  controls and  procedures (as defined in Rule 13a-15 under
the  Securities  Exchange  Act of  1934)  are  effective.  There  have  been  no
significant  changes in internal  controls over financial  reporting  during the
three months ended  September  30, 2004 that have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.


                                       26


PART II     OTHER INFORMATION


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            At  September  30, 2004,  there were 2.6 million  shares of Series A
Convertible  Preferred  Stock and 2.9  million  shares  of Series B  Convertible
Preferred  Stock  outstanding.  Dividends on these shares are cumulative and are
payable quarterly in arrears, in an equal amount to $3.25 per annum per share of
Series A and $3.75 per annum per share of Series B. Pursuant to the terms of the
Supplemental  Indenture to the Company's 10 1/2 % Senior Notes,  the Company was
prohibited from paying dividends on this Preferred Stock until after October 31,
2002,  at the  earliest  and  thereafter  only in the  event  that  the  Company
satisfies  certain  conditions set forth in the Indenture.  Such conditions were
not satisfied as of September 30, 2004.  Presently,  management believes that it
is not  likely  that the  Company  will be able to pay  these  dividends  in the
foreseeable future. At September 30, 2004 dividends in arrears amounted to $77.7
million.

ITEM 5.     OTHER MATTERS

            In October  2004,  the  Company  was  notified by the New York Stock
Exchange  ("NYSE")  that its share price had fallen  below the NYSE's  continued
listing  criteria  relating to minimum  share price.  The NYSE  requires  that a
company's  common stock trade at a minimum average share price of $1.00 during a
30-day trading period.  Following such notification by the NYSE, the Company has
up to six months by which time its share  price and  average  share price over a
consecutive 30 trading-day period may not be less than $1.00, subject to certain
NYSE conditions.  In the event these requirements are not met by the end of such
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  considering various alternatives to cure
the price condition within the designated time frame.

            The  Company  may not be able to  resolve  the  problem  in a timely
fashion or at all,  which could cause its common stock to be  delisted.  Even if
the  Company  were able to find an  alternative  trading  market for its 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.

ITEM 6.              EXHIBITS

        *  Exhibit  4.1  Consent  and  Amendment  No.  1 to  Loan  and  Security
           Agreement  dated as of August 31,  2004 by and among  Handy & Harman,
           certain of its affiliates and Congress Financial Corporation.

        *  Exhibit 4.2 Amendment No. 2 to Loan and Security  Agreement  dated as
           of  October  29,  2004 by and among  Handy & Harman,  certain  of its
           affiliates and Congress Financial Corporation.

        *  Exhibit 4.3 Loan and Security  Agreement dated as of October 29, 2004
           by  and  among  Handy  &  Harman,   certain  of  its  affiliates  and
           Canpartners Investments IV, LLC.

        *  Exhibit  10.1  Agreement  dated  February 11, 2004 by and between the
           Company and Daniel P. Murphy, Jr.

        *  Exhibit 31.1 Certification of Principal Executive Officer pursuant to
           Rule 13a-14(a) or 15d-14(a) of the  Securities  Exchange Act of 1934,
           as amended,  as adopted pursuant to Section 302 of the Sarbanes-Oxley
           Act of 2002.

        *  Exhibit 31.2 Certification of Principal Financial Officer pursuant to
           Rule 13a-14(a) or 15d-14(a) of the  Securities  Exchange Act of 1934,
           as amended,  as adopted pursuant to Section 302 of the Sarbanes-Oxley
           Act of 2002.

        *  Exhibit 32 Certification of Principal Executive Officer and Principal
           Financial  Officer  pursuant to Rule  13a-14(b)  or  15d-14(b) of the
           Securities  Act of 1934, as amended,  as adopted  pursuant to Section
           906 of the Sarbanes-Oxley Act of 2002.


        *  Filed herewith


                                       27


                                   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
                                   Chief Financial Officer
                                   (Principal Accounting Officer)

                                   November 12, 2004




                                       28

EX-4

                                                                     Exhibit 4.1



           CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT


     CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this "Amendment
No. 1"), dated as of August 31, 2004, by and among Handy &  Harman, a New York
corporation ("H& H"), Olympic Manufacturing Group, Inc., a Delaware corporation
("Olympic"), Continental Industries, Inc., an Oklahoma corporation
("Continental"), Maryland Specialty Wire, Inc., a Delaware corporation
("Maryland Wire"), Handy &  Harman Tube Company, Inc., a Delaware corporation
("H& H Tube"), Camdel Metals Corporation, a Delaware corporation ("Camdel"),
Canfield Metal Coating Corporation, a Delaware corporation ("Canfield"),
Micro-Tube Fabricators, Inc., a Delaware corporation ("Micro-Tube"), Indiana
Tube Corporation, a Delaware corporation ("Indiana Tube"), Lucas-Milhaupt, Inc.,
a Wisconsin corporation ("Lucas"), Handy &  Harman Electronic Materials
Corporation, a Florida corporation ("H& H Electronic"), Sumco Inc., an Indiana
corporation ("Sumco" and together with H& H, Olympic, Continental, Maryland Wire,
H& H Tube, Camdel, Canfield, Micro-Tube, Indiana Tube, Lucas and H& H Electronic,
each individually, a "Borrower" and collectively, "Borrowers"), Handy &  Harman
of Canada, Limited, an Ontario corporation ("H& H Canada"), ele Corporation, a
California corporation ("ele"), Alloy Ring Service Inc., a Delaware corporation
("Alloy"), Daniel Radiator Corporation, a Texas corporation ("Daniel"), H& H
Productions, Inc., a Delaware corporation ("H& H Productions"), Handy &  Harman
Automotive Group, Inc., a Delaware corporation ("H& H Auto"), Handy &  Harman
International, Ltd., a Delaware corporation ("H& H International"), Handy &
Harman Peru, Inc., a Delaware corporation ("H& H Peru"), KJ-VMI Realty, Inc., a
Delaware corporation ("KVR"), Pal-Rath Realty, Inc., a Delaware corporation
("Pal-Rath"), Platina Laboratories, Inc., a Delaware corporation ("Platina"),
Sheffield Street Corporation, a Connecticut corporation ("Sheffield"), SWM,
Inc., a Delaware corporation ("SWM") and Willing B Wire Corporation, a Delaware
corporation ("Willing" and together with each of H& H Canada, ele, Alloy, Daniel,
H& H Productions, H& H Auto, H& H International, H& H Peru, KVR, Pal-Rath, Platina,
Sheffield and SWM, each individually, a "Guarantor" and collectively,
"Guarantors"), Congress Financial Corporation, a Delaware corporation, in its
capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting
for the financial institutions party thereto as lenders (in such capacity,
together with its successors and assigns, "Agent") and the financial
institutions party thereto as lenders (collectively, "Lenders").


                               W I T N E S S E T H


     WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders)
have made and may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated as of March 31, 2004, by and among Agent, Lenders, Borrowers and
Guarantors (as amended hereby and as the same may hereafter be further amended,
modified, supplemented, extended, renewed, restated or replaced, the "Loan
Agreement"), and the other agreements, documents and instruments referred to
therein or at any time executed and/or delivered in connection therewith or
related thereto (all of the foregoing, together with the Loan Agreement, as the





same now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, being collectively referred to herein as the
"Financing Agreements");

     WHEREAS, the Borrowers have proposed a transaction in which WHX will make
an intercompany loan in the amount of $7,100,000 to H& H on or about the date
hereof, and with the proceeds of such loan H& H will repay outstanding Revolving
Loans and reduce the Maximum Credit by $7,100,000, and H& H will then borrow
$7,100,000 of Revolving Loans on or prior to September 3, 2004 and use such
proceeds to repay such outstanding loan to WHX in the amount $7,100,000;

     WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders
provide certain consents and amendments to the Loan Agreement and the other
Financing Agreements, and Agent and Lenders are willing to agree to such
consents and agree to such amendments, subject to the terms and conditions
contained herein; and

     WHEREAS, by this Amendment No. 1, Borrowers, Guarantors, Agent and Lenders
desire and intend to evidence such consents and amendments;

     NOW THEREFORE, in consideration of the foregoing, and the respective
agreements and covenants contained herein, the parties hereto agree as follows:

     1. AMENDMENTS TO DEFINITIONS.

        (a) AMENDMENT TO DEFINITION. All references to the term "Financing
Agreements" in the Loan Agreement shall be deemed, and each such reference is
hereby amended to include, in addition and not in limitation, this Amendment No.
1 and all other agreements, documents and instruments at any time executed
and/or delivered by Borrowers, Guarantors or any other person in connection
herewith, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.

        (b) INTERPRETATION. Capitalized terms used herein which are not
otherwise defined herein shall have the respective meanings ascribed thereto in
the Loan Agreement.

     2. AMENDMENT TO MAXIMUM CREDIT. The definition of "Maximum Credit" in
Section 1.82 of the Loan Agreement is hereby amended by deleting "$92,150,000"
and replacing it with "$85,050,000."

     3. AMENDMENT TO REVOLVING LOAN LIMIT. The definition of "Revolving Loan
Limit" in Section 1.120 of the Loan Agreement is hereby amended by deleting
"$70,000,000" and replacing it with "$62,900,000."

     4. CONSENT TO PROPOSED TRANSACTION. Subject to the terms and conditions
contained herein, to the extent such consents are or may be required under the
Loan Agreement, and notwithstanding anything to the contrary contained in
Section 9.9 of the Loan Agreement, Agent and Lenders hereby consent to the
incurrence of unsecured Indebtedness of H& H arising from an unsecured Loan in
the maximum principal amount of $7,100,000 made by WHX to H& H (the "WHX Loan")
and the repayment of the principal amount of the WHX Loan, PROVIDED, THAT, each
of the following conditions is satisfied as determined by Agent: (a) the WHX


                                       2


Loan shall be subject and subordinate in right of payment to the right of Agent
and Lenders to receive the prior indefeasible payment and satisfaction in full
payment of all of the Obligations, (b) the WHX Loan shall be on terms and
conditions (including any subordination terms) acceptable to Agent, (c) receipt
by Agent, on or before the date hereof, of a true and complete copy of the
consent of Tranche B Term Loan Agent to the incurrence of the WHX Loan by H& H
and any documents relating thereto, all as duly executed and delivered by the
parties thereto and each in form and substance satisfactory to Agent, (d) H& H
shall provide same day notice to Agent of H& H's receipt of the proceeds of the
WHX Loan, (e) H& H shall repay the WHX Loan on or prior to September 3, 2004, (f)
the $7,100,000 of proceeds of the WHX Loan shall only be received by H& H in cash
and shall only be used to make a payment to Agent for application to the
Revolving Loans, which payment shall be made in connection with a corresponding
permanent ratable reduction of the Commitments of the Lenders under the Loan
Agreement, (g) on the date of incurring the WHX Loan and after giving effect
thereto, no Default or Event of Default shall exist or have occurred and be
continuing, and (h) H& H shall not, directly or indirectly, make or permit to be
made, any amendments, modifications, alterations or changes to the terms of the
WHX Loan or any agreement, document or instrument related thereto as in effect
on the date hereof.

     5. COMMITMENTS. As of the date hereof (and after giving effect to this
Amendment) the Commitments of each Lender are as follows: (a) Congress Financial
Corporation: $46,147,586, (b) Textron Financial Corporation: $15,828,621 and (c)
Bank of America, N.A.: $23,073,793.

     6. RESERVES. Without limiting any other rights of Agent under the Financing
Agreements, Agent shall have the right to establish a Reserve in the amount of
$7,100,000 upon the receipt by H& H of $7,100,000 in cash representing the
proceeds of the WHX Loan, which Reserve shall be released at such time as Agent
makes a Loan of $7,100,000 to Borrowers for the purpose of repaying the WHX Loan
to WHX in accordance with the terms of this Amendment No. 1.

     7. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Borrower and Guarantor
hereby represents and warrants to Agent and Lenders the following (which shall
survive the execution and delivery of this Amendment No. 1), the truth and
accuracy of which are a continuing condition of the making of Loans and
providing Letter of Credit Accommodations to Borrowers:

        (a) This Amendment No. 1 and each other agreement or instrument to be
executed and delivered by Borrowers and Guarantors in connection herewith have
been duly authorized, executed and delivered by all necessary action on the part
of each of the Borrowers and Guarantors which is a party hereto and thereto and,
if necessary, their respective stockholders and is in full force and effect as
of the date hereof, as the case may be, and the agreements and obligations of
each of the Borrowers and Guarantors, as the case may be, contained herein and
therein, constitute the legal, valid and binding obligations of each of the
other Borrowers and Guarantors, respectively, enforceable against them in
accordance with their terms, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors' rights and except to the extent that
availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor may
be brought.

                                       3


        (b) The execution, delivery and performance of this Amendment No. 1 (a)
are all within each Borrower's and Guarantor's corporate or limited liability
company powers and (b) are not in contravention of law or the terms of any
Borrower's or Guarantor's certificate or articles of incorporation, by laws, or
other organizational documentation, or any indenture, agreement or undertaking
to which any Borrower or Guarantor is a party or by which any Borrower or
Guarantor or its property are bound.

        (c) No Default or Event of Default exists or has occurred and is
continuing.

        (d) All of the representations and warranties set forth in the Loan
Agreement and the other Financing Agreements, each as amended hereby, are true
and correct in all material respects on and as of the date hereof, as if made on
the date hereof, except to the extent any such representation or warranty is
made as of a specified date, in which case such representation or warranty shall
have been true and correct as of such date.

     8. CONDITIONS PRECEDENT. The amendments contained herein shall be effective
as of the date hereof, but only upon the delivery to Agent of an executed
original or executed original counterparts of this Amendment No. 1 (as the case
may be), duly authorized, executed and delivered by the Borrowers, Guarantors
and Required Lenders.

     9. EFFECT OF THIS AGREEMENT. Except as expressly amended pursuant hereto
and except for the consents expressly granted herein, no other changes or
modifications to the Financing Agreements are intended or implied, and, in all
other respects, the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date hereof. To
the extent that any provision of the Loan Agreement or any of the other
Financing Agreements are inconsistent with the provisions of this Amendment No.
1, the provisions of this Amendment No. 1 shall control.

     10. FURTHER ASSURANCES. Borrowers and Guarantors, shall execute and deliver
such additional documents and take such additional action as may be requested by
Agent to effectuate the provisions and purposes of this Amendment No. 1.

     11. GOVERNING LAW. The validity, interpretation and enforcement of this
Agreement and the other Financing Agreements (except as otherwise provided
therein) and any dispute arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of New York but excluding any principles of conflicts
of law or other rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of New York

     12. BINDING EFFECT. This Amendment No. 1 shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.

     13. HEADINGS. The headings listed herein are for convenience only and do
not constitute matters to be construed in interpreting this Amendment No. 1.

     14. COUNTERPARTS. This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment No. 1 by telefacsimile shall have the same force


                                       4


and effect as the delivery of an original executed counterpart of this Amendment
No. 1. Any party delivering an executed counterpart of this Amendment No. 1 by
telefacsimile shall also deliver an original executed counterpart, but the
failure to do so shall not affect the validity, enforceability or binding effect
of such agreement.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       5



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed on the day and year first above written. BORROWERS


AGENT                                     BORROWERS
- -----                                     ---------
CONGRESS FINANCIAL CORPORATION,           HANDY &  HARMAN
  as Agent
/s/ Terese K. Jacob                       /s/ Dennis C. Kelly
- -------------------                       -------------------
By:    Terese K. Jacob                    By:   Dennis C. Kelly
Title: Vice President                     Title:VP and Chief Financial Officer

                                          OLYMPIC MANUFACTURING GROUP, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:    Dennis C. Kelly
LENDERS                                   Title: Vice President and Tresurer
- -------
CONGRESS FINANCIAL CORPORATION            CONTINENTAL INDUSTRIES, INC.
/s/ Terese K. Jacob                       /s/ Dennis C. Kelly
- -------------------                       -------------------
By:    Terese K. Jacob                    By:    Dennis C. Kelly
Title: Vice President                     Title: Vice President and Treasurer

TEXTRON FINANCIAL CORPORATION             MARYLAND SPECIALTY WIRE, INC.
/s/ Kurt Kalliomoa                        /s/ Dennis C. Kelly
- ----------------                          -------------------
By:    Kurt Kalliomoa                     By:    Dennis C. Kelly
Title: Senior Account Executive           Title: Vice President and Treasurer

BANK OF AMERICA, N.A.                     HANDY &  HARMAN TUBE COMPANY, INC.
/s/ Daniel Corcoran                       /s/ Dennis C. Kelly
- -------------------                       -------------------
By:    Daniel Corcoran                    By:     Dennis C. Kelly
Title: Senior Vice Presidnet              Title:  Vice President and Treasurer

                                          CAMDEL METAL COATING CORPORATION
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          CANFIELD METAL COATING CORPORATION
                                          /s/ Robert K. Hynes
                                          -------------------
                                          By:     Robert K. Hynes
                                          Title:  Secretary

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                  [SIGNATURE PAGES CONTINUE FROM PREVIOUS PAGE]

                                          MICRO-TUBE FABRICATORS, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          INDIANA TUBE CORPORATION
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          LUCAS-MILHAUPT, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          HANDY &  HARMAN ELECTRONIC MATERIALS CORPORATION
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          SUMCO INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          GUARANTORS
                                          HANDY &  HARMAN OF CANADA, LIMITED
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          ELE CORPORATION
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          ALLOY RING SERVICE INC.

                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

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                  [SIGNATURE PAGES CONTINUE FROM PREVIOUS PAGE]

                                          DANIEL RADIATOR CORPORATION
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          H& H PRODUCTIONS, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          HANDY &  HARMAN AUTOMOTIVE GROUP, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          HANDY &  HARMAN INTERNATIONAL, LTD.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          HANDY &  HARMAN PERU, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          KJ-VMI REALTY, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          PAL-RATH REALTY, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          PLATINA LABORATORIES, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer


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                  [SIGNATURE PAGES CONTINUE FROM PREVIOUS PAGE]

                                          SHEFFIELD STREET CORPORATION
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          SWM, INC.
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

                                          WILLING B WIRE CORPORATION
                                          /s/ Dennis C. Kelly
                                          -------------------
                                          By:     Dennis C. Kelly
                                          Title:  Vice President and Treasurer

EX-4

                                                                    Exhibit 4.2


                 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT

     AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this "Amendment No. 2"),
dated as of October 29, 2004, by and among Handy &  Harman, a New York
corporation ("H& H"), Olympic Manufacturing Group, Inc., a Delaware corporation
("Olympic"), Continental Industries, Inc., an Oklahoma corporation
("Continental"), Maryland Specialty Wire, Inc., a Delaware corporation
("Maryland Wire"), Handy &  Harman Tube Company, Inc., a Delaware corporation
("H& H Tube"), Camdel Metals Corporation, a Delaware corporation ("Camdel"),
Canfield Metal Coating Corporation, a Delaware corporation ("Canfield"),
Micro-Tube Fabricators, Inc., a Delaware corporation ("Micro-Tube"), Indiana
Tube Corporation, a Delaware corporation ("Indiana Tube"), Lucas-Milhaupt, Inc.,
a Wisconsin corporation ("Lucas"), Handy &  Harman Electronic Materials
Corporation, a Florida corporation ("H& H Electronic"), Sumco Inc., an Indiana
corporation ("Sumco" and together with H& H, Olympic, Continental, Maryland Wire,
H& H Tube, Camdel, Canfield, Micro-Tube, Indiana Tube, Lucas and H& H Electronic,
each individually, a "Borrower" and collectively, "Borrowers"), Handy &  Harman
of Canada, Limited, an Ontario corporation ("H& H Canada"), ele Corporation, a
California corporation ("ele"), Alloy Ring Service Inc., a Delaware corporation
("Alloy"), Daniel Radiator Corporation, a Texas corporation ("Daniel"), H& H
Productions, Inc., a Delaware corporation ("H& H Productions"), Handy &  Harman
Automotive Group, Inc., a Delaware corporation ("H& H Auto"), Handy &  Harman
International, Ltd., a Delaware corporation ("H& H International"), Handy &
Harman Peru, Inc., a Delaware corporation ("H& H Peru"), KJ-VMI Realty, Inc., a
Delaware corporation ("KVR"), Pal-Rath Realty, Inc., a Delaware corporation
("Pal-Rath"), Platina Laboratories, Inc., a Delaware corporation ("Platina"),
Sheffield Street Corporation, a Connecticut corporation ("Sheffield"), SWM,
Inc., a Delaware corporation ("SWM") and Willing B Wire Corporation, a Delaware
corporation ("Willing" and together with each of H& H Canada, ele, Alloy, Daniel,
H& H Productions, H& H Auto, H& H International, H& H Peru, KVR, Pal-Rath, Platina,
Sheffield and SWM, each individually, a "Guarantor" and collectively,
"Guarantors"), Congress Financial Corporation, a Delaware corporation, in its
capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting
for the financial institutions party thereto as lenders (in such capacity,
together with its successors and assigns, "Agent") and the financial
institutions party thereto as lenders (collectively, "Lenders").


                               W I T N E S S E T H

     WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders)
have made and may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated as of March 31, 2004, by and among Agent, Lenders, Borrowers and
Guarantors (as amended by Consent and Amendment No. 1, dated as of August 31,
2004, and as the same may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement"), and the other
agreements, documents and instruments referred to therein or at any time
executed and/or delivered in connection therewith or related thereto (all of the





foregoing, together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, being collectively referred to herein as the "Financing Agreements");

     WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders
agree to certain amendments to the Loan Agreement and the other Financing
Agreements, and Agent and Lenders are willing to agree to such amendments,
subject to the terms and conditions contained herein; and

     WHEREAS, by this Amendment No. 2, Borrowers, Guarantors, Agent and Lenders
desire and intend to evidence such consents and amendments;

     NOW THEREFORE, in consideration of the foregoing, and the respective
agreements and covenants contained herein, the parties hereto agree as follows:

     1. DEFINITIONS.

       (a) AMENDMENT TO DEFINITIONS.


           (i) The definition of "Intercreditor Agreement" in Section 1.66 of
the Loan Agreement is hereby amended by deleting "dated of even date herewith"
and replacing it with "dated on or about October 29, 2004".

           (ii) The definition of "Leverage Ratio" in Section 1.76 of the Loan
Agreement is hereby amended by deleting such definition and replacing it with
the following:

           "1.76 `Leverage Ratio' shall mean, as of any date, the ratio of (a)
           the aggregate principal amount of the Loans outstanding on such date
           plus the aggregate principal amount of all other Indebtedness
           (including the amount of all contingent liabilities in respect of
           undrawn Letter of Credit Accommodations and other letters of credit)
           of the Parent and its Subsidiaries on such date to (b) EBITDA of the
           Parent and its Subsidiaries for the period of four (4) consecutive
           fiscal quarters ended on such date."

           (iii) The definition of "Tranche B Term Loan Agent" in Section 1.134
of the Loan Agreement is hereby amended by deleting "Ableco Finance LLC, a
Delaware limited liability company" and replacing it with "Canpartners
Investments IV, LLC, a California limited liability company" (as successor in
interest to Ableco Finance LLC).

           (iv) The definition of "Tranche B Term Loan Agreement" in Section
1.135 of the Loan Agreement is hereby amended by deleting such definition and
replacing it with the following:

           "1.135 `Tranche B Term Loan Agreement' shall mean the Loan and
           Security Agreement, dated March 31, 2004, by and among Tranche B Term
           Loan Agent, Tranche B Term Loan Lenders, Borrowers and Guarantors, as
           amended by Consent to Loan and Security Agreement, dated as of August
           31, 2004, the Loan and Security Agreement Amendment, dated as of
           October 29, 2004, and as the same may hereafter be further amended,


                                       2


           modified, supplemented, extended, renewed, restated or replaced,
           including any agreements with respect to Refinancing Indebtedness."

           (v) The definition of "Tranche B Term Loan Lenders" in Section 1.138
of the Loan Agreement is hereby amended by deleting "Ableco Finance LLC" and
replacing it with "Canpartners Investments IV, LLC".

       (b) INTERPRETATION. All references to the term "Financing Agreements" in
the Loan Agreement shall be deemed, and each such reference is hereby amended to
include, in addition and not in limitation, this Amendment No. 2 and all other
agreements, documents and instruments at any time executed and/or delivered by
Borrowers, Guarantors or any other person supplemented, extended, renewed,
restated or replaced. Capitalized terms used herein which are not otherwise
defined herein shall have the respective meanings ascribed thereto in the Loan
Agreement.

     2. INDEBTEDNESS. Section 9.9(f) of the Loan Agreement is hereby amended by
deleting the phrase "as in effect on the date hereof" from each place it appears
in such Section and replacing it with "as in effect on October 29, 2004".

     3. NEW INTERCREDITOR AGREEMENT. Each Lender (a) authorizes Agent to
terminate the Intercreditor Agreement, dated as of March 31, 2004, by and
between Agent and Ableco Finance LLC, as agent, (b) authorizes Agent to enter
into the Intercreditor Agreement, dated on or about the date hereof (the "New
Intercreditor Agreement"), by and between Agent and Canpartners Investments IV,
LLC, as agent for the Tranche B Term Loan Lenders, and (iii) agrees that it will
be bound (as a Lender) by the terms and conditions of the New Intercreditor
Agreement.

     4. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Borrower and Guarantor
hereby represents and warrants to Agent and Lenders the following (which shall
survive the execution and delivery of this Amendment No. 2), the truth and
accuracy of which are a continuing condition of the making of Loans and
providing Letter of Credit Accommodations to Borrowers:

       (a) This Amendment No. 2 and each other agreement or instrument to be
executed and delivered by Borrowers and Guarantors in connection herewith have
been duly authorized, executed and delivered by all necessary action on the part
of each of the Borrowers and Guarantors which is a party hereto and thereto and,
if necessary, their respective stockholders and is in full force and effect as
of the date hereof, as the case may be, and the agreements and obligations of
each of the Borrowers and Guarantors, as the case may be, contained herein and
therein constitute the legal, valid and binding obligations of each of the
Borrowers and Guarantors, enforceable against them in accordance with their
terms, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors' rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.


                                       3


       (b) The execution, delivery and performance of this Amendment No. 2 (a)
are all within each Borrower's and Guarantor's corporate or limited liability
company powers and (b) are not in contravention of law or the terms of any
Borrower's or Guarantor's certificate or articles of incorporation, by laws, or
other organizational documentation, or any indenture, agreement or undertaking
to which any Borrower or Guarantor is a party or by which any Borrower or
Guarantor or its property are bound.

       (c) No Default or Event of Default exists or has occurred and is
continuing.

       (d) All of the Tranche B Term Loan Debt (as defined in the Loan Agreement
before giving effect to this Amendment No. 2) has been assigned to Canpartners
Investments IV, LLC.

       (e) Ableco Finance LLC has resigned as the Tranche B Term Loan Agent, and
Canpartners Investments IV, LLC is the Tranche B Term Loan Agent.

       (f) All of the representations and warranties set forth in the Loan
Agreement and the other Financing Agreements, each as amended hereby, are true
and correct in all material respects on and as of the date hereof, as if made on
the date hereof, except to the extent any such representation or warranty is
made as of a specified date, in which case such representation or warranty shall
have been true and correct as of such date.

     5. CONDITIONS PRECEDENT. The provisions contained herein shall be effective
upon Agent's receipt of each of the following:

       (a) this Amendment No. 2, duly authorized, executed and delivered by
Borrowers, Guarantors and Lenders;

       (b) the Assignment and Acceptance Agreement, dated as of October 29,
2004, by and between Ableco Finance LLC and Canpartners Investments IV, LLC, the
Assignment and Acceptance Agreement, dated as of October 29, 2004, by and
between Fortress Credit Opportunities I LP and Canpartners Investments IV, LLC
and the Assignment and Acceptance Agreement, dated as of October 29, 2004, by
and between Fortress Credit Opportunities II LP and Canpartners Investments IV,
LLC, each in form and substance reasonably satisfactory to Agent and each duly
authorized, executed and delivered by the parties thereto;

       (c) a letter agreement, in form and substance reasonably satisfactory to
Agent, which terminates the Intercreditor Agreement (as defined in the Loan
Agreement before giving effect to this Amendment), duly authorized, executed and
delivered by Ableco Finance LLC, as agent, and acknowledged by Borrowers and
Guarantors; and

       (d) the New Intercreditor Agreement, in form and substance satisfactory
to Agent, duly authorized, executed and delivered by Agent and Canpartners
Investments IV, LLC, as agent for the Tranche B Term Loan Lenders and
acknowledged by Borrowers and Guarantors.

     6. EFFECT OF THIS AGREEMENT. Except as expressly amended pursuant hereto,
no other changes or modifications to the Financing Agreements are intended or
implied, and, in all other respects, the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
effective date hereof. To the extent that any provision of the Loan Agreement or


                                       4


any of the other Financing Agreements are inconsistent with the provisions of
this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

     7. FURTHER ASSURANCES. Borrowers and Guarantors shall execute and deliver
such additional documents and take such additional action as may be requested by
Agent to effectuate the provisions and purposes of this Amendment No. 2.

     8. GOVERNING LAW. The validity, interpretation and enforcement of this
Agreement and the other Financing Agreements (except as otherwise provided
therein) and any dispute arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of New York but excluding any principles of conflicts
of law or other rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of New York.

     9. BINDING EFFECT. This Amendment No. 2 shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.

     10. HEADINGS. The headings listed herein are for convenience only and do
not constitute matters to be construed in interpreting this Amendment No. 2.

     11. COUNTERPARTS. This Amendment No. 2 may be executed in any number of
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment No. 2 by telefacsimile shall have the same force
and effect as the delivery of an original executed counterpart of this Amendment
No. 2. Any party delivering an executed counterpart of this Amendment No. 2 by
telefacsimile shall also deliver an original executed counterpart, but the
failure to do so shall not affect the validity, enforceability or binding effect
of such agreement.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       5



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be executed on the day and year first above written. BORROWERS


AGENT                                    BORROWERS
- -----                                    ---------
CONGRESS FINANCIAL CORPORATION,
  as Agent                               HANDY &  HARMAN
/s/ Terese K. Jacob                      /s/ P.E. Dixon
- --------------------------               ---------------------------------------
By:    Terese K. Jacob                   By: P.E. Dixon
Title: Vice President                    Title:Sr. VP, General Counsel
                                               &  Secretary

                                         OLYMPIC MANUFACTURING GROUP, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
LENDERS                                  Title:Vice President &  Scretary
- -------
CONGRESS FINANCIAL CORPORATION           CONTINENTAL INDUSTRIES, INC.
/s/ Terese K. Jacob                      /s/ P.E. Dixon
- -------------------------                --------------
By:    Terese K. Jacob                   By: P.E. Dixon
Title: Vice President                    Title:Vice President &  Scretary

TEXTRON FINANCIAL CORPORATION            MARYLAND SPECIALTY WIRE, INC.
/s/ Kurt Kalliomoa                       /s/ P.E. Dixon
- ------------------------                 --------------
By:     Kurt Kalliomoa                   By: P.E. Dixon
Title:  Senior Account Executive         Title:Vice President &  Scretary

BANK OF AMERICA, N.A.                    HANDY &  HARMAN TUBE COMPANY, INC.
/s/ Kim Bushey                           /s/ P.E. Dixon
- ----------------------                   --------------
By:    Kim Bushey                        By: P.E. Dixon
Title: Authorized Officer                Title:Vice President &  Scretary

                                         CAMDEL METAL COATING CORPORATION
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         CANFIELD METAL COATING CORPORATION
                                         /s/ R.K. Hynes
                                         --------------
                                         By: R.K. Hynes
                                         Title: Secretary

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                 [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]

                                         MICRO-TUBE FABRICATORS, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         INDIANA TUBE CORPORATION
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         LUCAS-MILHAUPT, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         HANDY &  HARMAN ELECTRONIC MATERIALS
                                         CORPORATION
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         SUMCO INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon

                                         GUARANTORS

                                         HANDY &  HARMAN OF CANADA, LIMITED
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         ELE CORPORATION
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         ALLOY RING SERVICE INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

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                 [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]

                                         DANIEL RADIATOR CORPORATION
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         H& H PRODUCTIONS, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         HANDY &  HARMAN AUTOMOTIVE GROUP, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         HANDY &  HARMAN INTERNATIONAL, LTD.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         HANDY &  HARMAN PERU, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         KJ-VMI REALTY, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         PAL-RATH REALTY, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         PLATINA LABORATORIES, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary


                     [SIGNATURE PAGES CONTINUE ON NEXT PAGE]





                 [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]

                                         SHEFFIELD STREET CORPORATION
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         SWM, INC.
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

                                         WILLING B WIRE CORPORATION
                                         /s/ P.E. Dixon
                                         --------------
                                         By: P.E. Dixon
                                         Title:Vice President &  Scretary

EX-4

                                                                     Exhinit 4.3


                      LOAN AND SECURITY AGREEMENT AMENDMENT


                                  by and among


                    HANDY &  HARMAN AND ITS SUBSIDIARIES NAMED
                              HEREIN AS BORROWERS,
                                  as Borrowers,


                                       and


                  EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES
                              HERETO AS GUARANTORS,
                                 as Guarantors,


                                       and


                         CANPARTNERS INVESTMENTS IV, LLC





                             Dated: October 29, 2004







                      LOAN AND SECURITY AGREEMENT AMENDMENT


     This LOAN AND SECURITY AGREEMENT AMENDMENT (this "Amendment") dated as of
October 29, 2004 is entered into by and among Handy &  Harman, a New York
corporation ("Parent"), Olympic Manufacturing Group, Inc., a Delaware
corporation ("Olympic"), Continental Industries Inc., an Oklahoma corporation
("Continental"), Maryland Specialty Wire, Inc. a Delaware corporation ("Maryland
Wire"), Handy &  Harman Tube Company, Inc., a Delaware corporation ("H& H Tube"),
Camdel Metals Corporation, a Delaware corporation ("Camdel"), Canfield Metal
Coating Corporation, a Delaware corporation ("Canfield"), Micro-Tube
Fabricators, Inc., a Delaware corporation ("Micro-Tube"), Indiana Tube
Corporation, a Delaware corporation ("Indiana Tube"), Lucas-Milhaupt, Inc., a
Wisconsin corporation ("Lucas"), Handy &  Harman Electronic Materials
Corporation, a Florida corporation ("H& H Electronic"), Sumco Inc., an Indiana
corporation ("Sumco", and together with Parent, Olympic, Continental, Maryland
Wire, H& H Tube, Camdel, Canfield, Micro-Tube, Indiana Tube, Lucas and H& H
Electronic, each individually a "Borrower" and collectively, "Borrowers"), Handy
&  Harman of Canada, Limited, an Ontario corporation ("H& H Canada"), ele
Corporation, a California corporation ("ele"), Alloy Ring Service Inc., a
Delaware corporation ("Alloy"), Daniel Radiator Corporation, a Texas corporation
("Daniel"), H& H Productions, Inc., a Delaware corporation ("H& H Productions"),
Handy &  Harman Automotive Group, Inc ., a Delaware corporation ("H& H Auto"),
Handy &  Harman International, Ltd., a Delaware corporation ("H& H
International"), Handy &  Harman Peru, Inc., a Delaware corporation ("H& H Peru"),
KJ-VMI Realty, Inc., a Delaware corporation ("KVR"), Pal-Rath Realty, Inc., a
Delaware corporation ("Pal-Rath"), Platina Laboratories, Inc., a Delaware
corporation ("Platina"), Sheffield Street Corporation, a Connecticut corporation
("Sheffield"), SWM, Inc., a Delaware corporation ("SWM") and Willing B Wire
Corporation, a Delaware corporation ("Willing" and together with each of H& H
Canada, ele, Alloy, Daniel, H& H Productions, H& H Auto, H& H International, H& H
Peru, KVR, Pal-Rath, Platina, Sheffield and SWM, each individually, a
"Guarantor" and collectively, "Guarantors"), and Canpartners Investments IV,
LLC, a California limited liability company ("Canpartners").


                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, Ableco Finance LLC, a Delaware limited liability company
("Ableco"), in its capacity as Agent pursuant to the Loan and Security Agreement
(as hereinafter defined) acting for and on behalf of the parties thereto as
lenders (in such capacity, "Existing Agent"), and Ableco, Fortress Credit
Opportunities I LP, a Delaware limited partnership ("Fortress I"), and Fortress
Credit Opportunities II LP, a Delaware limited partnership ("Fortress II"), each
as parties to the Loan and Security Agreement (as hereinafter defined) as
lenders (individually, each "Existing Lender" and collectively, "Existing
Lenders") entered into financing agreements pursuant to which Existing Agent and
Existing Lenders made loans to the Borrowers as set forth in the Loan and
Security Agreement, dated March 31, 2004, by and among Borrowers, Existing Agent
and Existing Lenders (as the same now exists or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, the "Loan and
Security Agreement"); and


                                       2



     WHEREAS, Canpartners has indicated its willingness to assume the
obligations of Existing Agent and Existing Lenders under the Loan and Security
Agreement, subject to this Amendment becoming effective on the Amendment
Effective Date (as defined herein);

     WHEREAS, Canpartners wishes to amend, and Borrowers have agreed to amend,
the Fee Letter to include, among other things, payment of an Anniversary Fee (as
such term is defined therein);

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:

1.   DEFINITIONS. Capitalized terms used and not otherwise defined herein have
the meanings assigned to them in the Loan and Security Agreement.

2.   AMENDMENTS. As of the Amendment Effective Date (as defined in SECTION 4
hereof), the following Financing Agreements shall be amended as

     2.1   Section 1.17 of the Loan and Security Agreement defining "Cash
Collateral Agreement" shall be deleted in its entirety. Section 1.17 shall read
as follows:

                        1.17        Intentionally Omitted.

     2.2   Section 1.48 of the Loan and Security Agreement shall be amended by
deleting "the Cash Collateral Agreement," and restated in its entirety to read
as follows:

           1 .48 "Financing Agreements" shall mean, collectively, this
           Agreement, the Loan and Security Agreement Amendment dated October
           29, 2004, the WHX Subordination Agreement and all notes, guarantees,
           security agreements, deposit account control agreements, investment
           property control agreements, intercreditor agreements and all other
           agreements, documents and instruments now or at any time hereafter
           executed and/or delivered by any Borrower or Obligor in connection
           with this Agreement.

     2.3   Section 1.62(a) of the Loan and Security Agreement shall be amended
and restated in its entirety to read as follows:

           (a) Subject to clause (b) of this definition below, (i) for all
           periods ending prior to October 29, 2004, a rate equal to eight
           percent (8%) per annum in excess of the Prime Rate and (ii) for all
           periods ending on or after October 29, 2004, a rate equal to four
           percent (4%) per annum in excess of the Prime Rate.

     2.4   Section 1.68 of the Loan and Security Agreement shall be amended and
restated in its entirety to read as follows:

                                       3


           1 .68 "Leverage Ratio" shall mean, as of any date, the ratio of (a)
           the aggregate principal amount of the Loan outstanding on such date
           plus the aggregate principal amount of all other Indebtedness
           (including the amount of all contingent liabilities in respect of
           undrawn letters of credit) of the Parent and its Subsidiaries on such
           date; to (b) EBITDA of the Parent and its Subsidiaries for the period
           of four (4) consecutive fiscal quarters ended on such date.

     2.5   Section 11.3 of the Loan and Security Agreement shall be amended and
restated by the addition of Section 11.3(e) as follows:

           (e) Lender will be paid covenant waiver fees on the same basis, and
           will agree to substantially the same waivers to the extent applicable
           to the Loan that are negotiated and payable to Congress.

     2.6   Section 13.3 of the Loan and Security Agreement shall be amended and
restated in its entirety to read as follows:

           13 .3 Notices. All notices, requests and demands hereunder shall be
           in writing and deemed to have been given or made: if delivered in
           person, immediately upon delivery; if by telex, telegram or facsimile
           transmission, immediately upon sending and upon confirmation of
           receipt; if by nationally recognized overnight courier service with
           instructions to deliver the next Business Day, one (1) Business Day
           after sending; and if by certified mail, return receipt requested,
           five (5) days after mailing. All notices, requests and demands upon
           the parties are to be given to the following addresses (or to such
           other address as any party may designate by notice in accordance with
           this Section):

                 If to any  Borrower or Guarantor : c/o Handy
                 &  Harman 555 Theodore  Fremd Avenue Rye, New
                 York  10580   Attention  :  Chief  Financial
                 Officer  Telephone  No  . :  (914)  921-5200
                 Telecopy No.: (914) 925-4498

                 with a copy to :
                 Olshan Grundman Frome Rosenzweig &  Wolosky LLP
                 Park Avenue Tower
                 65 East 55th Street
                 New York, New York 10027
                 Attention: Steven Wolosky, Esq .
                 Telephone No .: (212) 451-2300
                 Telecopy No.: (212) 451-2222

                 If to Agent:
                 Canpartners Investments IV, LLC


                                       4


                 c/o Canyon Capital Advisors, LLC
                 9665 Wilshire Boulevard, Suite 200
                 Beverly Hills, CA  90212
                 Attention:  John Plaga
                 Telephone No.:  (310) 247-2700
                 Telecopy No.:  (310) 247-2719

                 with a copy to :
                 Sidley Austin Brown &  Wood LLP
                 555 West Fifth Street
                 Los Angeles, California  90013
                 Attention: Gary J. Cohen, Esq.
                 Telephone No.:  (213) 896-6000
                 Telecopy No.:  (213) 896-6600

     2.7   The Loan and Security Agreement shall be amended as follows:

           REGISTRATION OF INTERESTS IN THE LOAN.
           -------------------------------------

           (a) The Borrowers hereby acknowledge and make the Loan a registered
           obligation for United States withholding tax purposes. The Borrowers
           shall be the registrar for the Loan (the "Registrar") with full power
           of substitution, and hereby appoint the Agent to act as the initial
           Registrar. In the event the Agent becomes unable or unwilling to act
           as registrar under this Agreement, the Borrowers shall reasonably
           designate a successor Registrar. Each Lender who is a foreign person,
           by its acceptance of its Loan or any interest therein, hereby agrees
           to provide the Borrowers with a completed Internal Revenue Service
           Form W-8BEN (Certificate of Foreign Status) or a substantially
           similar form for such Lender, participants or other affiliates who
           are holders of beneficial interests in the Loan. Notwithstanding any
           contrary provision contained in this Agreement or any of the other
           Loan Documents, neither the Loan nor any interests therein may be
           sold, transferred, hypothecated, participated or assigned to any
           Person except upon satisfaction of the conditions specified in this
           Section. Each Lender, by its acceptance of its interest in the Loan,
           agrees to be bound by the provisions of this Section.

           (b) The Registrar shall keep at its principal executive office (or an
           office or agency designated by it by notice to the last Registrar) a
           ledger, in which, subject to such reasonable regulations as it may
           prescribe, but at its expense (except as specified below), it shall
           provide for the registration and transfer of the Loan or interests
           therein (the "Register"). No sale, transfer, hypothecation,
           participation or assignment of any interest in the Loan shall be
           effective for any purpose until it shall be entered on the Register.
           Prior to the registration of assignment or sale of any interest in


                                       5


           the Loan, the Registrar shall treat the Person in whose name such
           Loan is registered as the owner thereof for the purpose of receiving
           all payments thereon and for all other purposes, notwithstanding
           notice to the contrary. In the event of a sale, transfer,
           hypothecation, participation or assignment of the Loan or any
           interest therein, the Lender prior to such sale, transfer,
           hypothecation, participation or assignment of such interest therein
           shall provide the Registrar with notice of such transaction at the
           time of such transaction. The Registrar shall record the transfer of
           the Loan on the Register maintained for this purpose upon receipt by
           the Registrar at the office or agency designated by the Registrar of
           (i) a written assignment of the Loan being assigned (or the
           applicable interest therein), (ii) funds sufficient to pay any
           transfer taxes payable upon the making of such transfer as well as
           the cost of reviewing the documents presented to the Registrar, and
           (iii) such evidence of due execution as the Registrar shall
           reasonably require. The Registrar shall record the transfer of the
           Loan on the books maintained for such purpose at the cost and expense
           of the assignee.

           (c) In the event that any Lender sells participations in the Loan,
           such Lender shall maintain a register on which it enters the names of
           all participants in the Loan held by it (the "Participation
           Register"). A Loan may be participated in whole or in part only by
           registration of such participation on the Participation Register, and
           any participation of such Loan or transfer of such participation may
           be effected only by the registration of such participation on the
           Participant Register. The Participation Register shall be provided to
           the Registrar by such Lender within ten (10) days of a change in the
           interest of any participant in the Loan, and the Registrar shall
           enter any such change in the Participation Register.

     2.8   Section 3 of the Fee Letter shall be amended and restated in its
entirety to read as follows:

           3. ANNIVERSARY FEE. So long as any portion of the Loan is outstanding
           on June 30 of any year, Borrowers shall pay to Agent, for the account
           of the Lenders, a fee in an amount equal to $1,065,000 (the
           "Anniversary Fee"); PROVIDED, HOWEVER, that if any portion of the
           Loan is outstanding on March 31, 2007, the Anniversary Fee due in
           2007 shall be fully earned as of and payable on March 31, 2007.

3.   REPRESENTATIONS AND WARRANTIES. Borrowers and Guarantors hereby jointly and
severally represent and warrant to Canpartners that, as of the Amendment
Effective Date and after giving effect to this Amendment:

     3.1.  All of the representations and warranties of Borrowers and Guarantors
contained in this Amendment, the Loan and Security Agreement and the other
Financing Agreements are true and correct on and as of the Amendment Effective
Date, as if then made;



                                       6


     3.2.  No Default or Event of Default has occurred or is continuing;

     3.3.  Since December 31, 2003, (i) no event or condition has occurred or is
existing which could reasonably be expected to have a Material Adverse Effect;
(ii) there has been no material adverse change in the industry in which
Borrowers or Guarantors operate; (iii) no litigation has been commenced which,
if successful, would have a Material Adverse Effect or could challenge any of
the transactions contemplated by the Amendment, the Loan and Security Agreement
or the other Financing Agreements; and (iv) there has been no material increase
in liabilities, liquidated or contingent, and no material decrease in assets of
Borrowers or Guarantors (or their predecessors in interest);

     3.4.  The execution and delivery by Borrowers and Guarantors of this
Amendment (a) are within each Borrower's and each Guarantor's corporate power,
and (b) have been duly authorized by all necessary or proper corporate and
shareholder action; and

     3.5.  This Amendment constitutes the legal, valid and binding obligation of
Borrowers and Guarantors enforceable against each of them in accordance with its
terms.

If any of the  representations  or  warranties  contained  in this Section 3 are
untrue or incorrect in any material respect,  such  untruthfulness or inaccuracy
shall  constitute an Event of Default under the Loan and Security  Agreement and
the other Financing Agreements.

4.   AMENDMENT EFFECTIVE DATE. This Amendment shall become effective as of the
date first written above (the "Amendment Effective Date") upon the satisfaction
of each of the following conditions:

     4.1.  Canpartners shall have received counterparts hereof executed by
Borrowers, Guarantors, and Canpartners;

     4.2.  Canpartners shall also have received the following each in form and
substance satisfactory to Canpartners:

           (a) Existing Agent's letter of resignation in favor of Canpartners as
           new Agent under the Loan and Security Agreement (in its capacity as
           such, "New Agent") executed by Existing Agent, Borrowers, Guarantors,
           and Canpartners;

           (b) An Assignment and Acceptance Agreement dated the Amendment
           Effective Date from each Existing Lender executed by Existing Lender
           and Canpartners pursuant to which such Existing Lender assigns its
           entire interest in the Loan and Security Agreement to Canpartners;

           (c) A Notice of Assignment and Acceptance dated the Amendment
           Effective Date from each Existing Lender executed by such Existing
           Lender, Canpartners and Existing Agent;

                                       7


           (d) Assignment of Security Interest in Patent Collateral dated on or
           about October 29, 2004 in favor of New Agent executed by Existing
           Agent, Borrowers, Guarantors and New Agent;

           (e) Assignment of Security Interest in Trademark Collateral dated
           October 29, 2004 in favor of New Agent executed by Existing Agent,
           Borrowers, Guarantors and New Agent;

           (f) Intercreditor Agreement dated October 29, 2004 executed by
           Working Capital Agent and Canpartners, and acknowledged and consented
           to by Borrowers and Guarantors.

     4.3   Canpartners shall have received a complete set of Financing
Agreements as executed and/or delivered on March 31, 2004 or at any time
thereafter by any Borrower or Guarantor in connection with the Loan and Security
Agreement, together with a complete set of all other documents, instruments and
certificates delivered to Existing Agent pursuant to Section 4 of the Loan and
Security Agreement.

     4.4   All of the representations and warranties of Borrowers and Guarantors
contained in this Amendment, the Loan and Security Agreement and the other
Financing Agreements shall be true and correct in all material respects on and
as of the Amendment Effective Date, as if then made;

     4.5.  Canpartners shall have received from Borrowers an officer's
certificate, in form and substance satisfactory to Canpartners, certifying the
satisfaction of the conditions precedent set forth in this Section 4, the truth
and accuracy of the representations and warranties of Borrowers and Guarantors
contained in this Amendment, the Loan and Security Agreement and the other
Financing Agreements including but not limited to the Information Certificate,
and that no Default or Event of Default, has occurred and is continuing or would
result from the execution of this Amendment.

     4.6   Canpartners shall have received, in form and substance satisfactory
to Canpartners, (i) all releases, terminations and such other documents as
Canpartners may request to evidence and effectuate the assignment by the
Existing Lenders and Existing Agent of their respective financing arrangements
with Borrowers and Guarantors and the assignment and release by it or them, as
the case may be, of any interest in and to any assets and properties of each
Borrower and Guarantor, duly authorized, executed and delivered by it or each of
them, including, but not limited to, (A) UCC assignment statements for all UCC
financing statements previously filed by it or any of them or their
predecessors, as secured party and any Borrower or Guarantor, as debtor; (B)
PPSA assignments for all PPSA financing statements previously filed by it or any
of them or their predecessors as secured party and any Borrower or Guarantor, as
debtor; and (C) assignment of any mortgages, deeds of trust or deeds to secure
debt or any other lien, security interest or preferential arrangement by any
Borrower or Guarantor in favor of it or any of them, in form acceptable for
recording with the appropriate Governmental Authority, and (ii) evidence that
one or more of the Borrowers has acquired good and marketable title to the


                                       8


precious metals included in the collateral reports previously delivered to
Existing Agent, free and clear of all liens and encumbrances (except those in
favor of Existing Agent);

     4.7   Canpartners shall have received records, satisfactory in form and
substance to Canpartners, of all requisite corporate action and proceedings in
connection with this Amendment and the other Financing Agreements, such
documents to be certified by appropriate corporate officers or (as appropriate)
Governmental Authority (and including a copy of the certificate of incorporation
and certificate of good standing of each Borrower and Guarantor certified by the
Secretary of State (or equivalent Governmental Authority) dated no earlier than
14 days prior to the Amendment Effective Date which shall set forth the same
complete corporate name of such Borrower or Guarantor as is set forth herein and
such document as shall set forth the organizational identification number of
each Borrower or Guarantor, if one is issued in its jurisdiction of
incorporation);

     4.8   No material adverse change shall have occurred in the assets,
business or condition (financial or otherwise) of Borrowers since December 31,
2003, and no change or event shall have occurred which would impair the ability
of any Borrower or Guarantor to perform its obligations hereunder or under any
of the other Financing Agreements to which it is a party or of Canpartners to
enforce the Obligations or realize upon the Collateral;

     4.9   Canpartners shall have received, in form and substance satisfactory
to Canpartners, all consents, waivers, acknowledgments and other agreements from
third persons which Canpartners may deem necessary or desirable in order to
permit, protect and perfect its security interests in and liens upon the
Collateral or to effectuate the provisions or purposes of this Agreement and the
other Financing Agreements, including, without limitation, Collateral Access
Agreements;

     4.10  The Excess Availability as determined by the Working Capital Agent,
as of the date hereof, shall be not less than $10,000,000 after giving effect to
(i) the Loan to be made in connection with the transactions hereunder and (ii)
the initial Loans (as defined in the Working Capital Loan Agreement) made or to
be made and Letter of Credit Accommodations (as defined in the Working Capital
Loan Agreement) issued or to be issued in connection with the initial
transactions under the Working Capital Loan Agreement;

     4.11  Canpartners shall have received, in form and substance satisfactory
to Canpartners, Deposit Account Control Agreements by and among Working Capital
Agent, Existing Agent, each Borrower and Guarantor, as the case may be and each
bank where such Borrower (or Guarantor) has a deposit account listed in Schedule
4.11 hereto, in each case, duly authorized, executed and delivered by such bank
and Borrower or Guarantor, as the case may be; provided, however, that if
permission of the bank is required in order to assign the Deposit Account
Control Agreement, Canpartners shall have received, in form and substance
satisfactory to Canpartners, such written permission from such bank;

     4.12  Canpartners shall have received the WHX Subordination Agreement, in
form and substance satisfactory to Canpartners, duly authorized, executed and
delivered by the parties thereto;

                                       9



     4.13   Canpartners shall have received evidence, in form and substance
satisfactory to Canpartners, that Canpartners has a valid perfected first
priority security interest in all of the Collateral, subject (as to priority)
only to (i) the liens of the Working Capital Agent pursuant to the Working
Capital Lender Agreements and (ii) the liens expressly permitted under Sections
9.8(b) through (g) of the Loan and Security Agreement;

     4.14  Canpartners shall have received lien and judgment search results, in
form and substance satisfactory to Canpartners, and dated no earlier than one
month prior to the Amendment Effective Date, for the jurisdiction of
organization of each Borrower and Guarantor, the jurisdiction of the chief
executive office of each Borrower and Guarantor and all jurisdictions in which
assets of Borrowers and Guarantors are located;

     4.15  Canpartners shall have received environmental audits of the Real
Property to be subject to the Mortgages conducted by an independent
environmental engineering firm acceptable to Canpartners, and in form, scope and
methodology satisfactory to Canpartners, confirming that (i) each Borrower and
Guarantor is in compliance with all material applicable Environmental Laws and
(ii) the absence of any material potential or actual liabilities of Borrowers or
Guarantors with respect to remediation of such Real Property and the absence of
any material environmental problems;

     4.16  Canpartners shall have received, in form and substance satisfactory to
Canpartners, a valid and effective title insurance policy issued by a company
and agent acceptable to Canpartners: (i) insuring the priority, amount and
sufficiency of the Mortgages, (ii) insuring against matters that would be
disclosed by surveys and (iii) containing any legally available endorsements,
assurances or affirmative coverage requested by Canpartners for protection of
its interests;

     4.17  Canpartners shall have received, in form and substance satisfactory
to Canpartners, a certificate, dated of even date herewith, of the chief
financial officer of Parent, stating that immediately after giving effect to the
transactions contemplated to occur under this Agreement and the Working Capital
Loan Agreement on the date hereof, each Borrower and H& H Canada (on a
stand-alone basis) is Solvent;

     4.18  Canpartners shall have received (i) true, correct and complete copies
of the Working Capital Lender Agreements as duly authorized, executed and
delivered by the parties thereto, which shall each be on terms and conditions
acceptable to Canpartners and (ii) evidence that the transactions contemplated
under the Working Capital Loan Agreement have been consummated prior to or
contemporaneously with the execution of this Agreement;

     4.19  Borrowers shall have issued the WHX Subordinated Note and all other
agreements, instruments and documents related thereto, which shall be in form
and substance satisfactory to Canpartners, duly authorized, executed and
delivered by the parties thereto;

     4.20  Canpartners shall have received copies of the shares of the stock
certificates representing all of the issued and outstanding shares of the


                                       10


Capital Stock of each Borrower and Guarantor (other than Parent) and owned by
any Borrower or Guarantor, in each case together with stock powers duly executed
in blank with respect thereto, and shall have received evidence satisfactory to
Canpartners that the originals of such stock certificates and stock powers have
been delivered to the Working Capital Agent;

     4.21  Canpartners shall have received evidence of insurance and loss payee
endorsements required hereunder and under the other Financing Agreements, in
form and substance satisfactory to Canpartners, and certificates of insurance
policies and/or endorsements naming Canpartners as additional insured or loss
payee as its interests may appear, as applicable;

     4.22  Canpartners shall have received, in form and substance satisfactory to
Canpartners, such opinion letters of United States and Canadian counsel to
Borrowers and Guarantors with respect to the Financing Agreements and such other
matters as Canpartners may request;

     4.23  The other Financing Agreements and all instruments and documents
hereunder and thereunder shall have been duly executed and delivered to
Canpartners, in form and substance satisfactory to Canpartners;

     4.24  Canpartners shall have received the most recent audited financial
statements of Parent and the most recent interim financial statement of Parent;
and

     4.25  No law, regulation, order, judgment or decree of any Governmental
Authority shall exist, and no action, suit, investigation, litigation or
proceeding shall be pending or threatened in any court or before any arbitrator
or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or
otherwise affect (A) the making of the Loan, or (B) the consummation of the
transactions contemplated pursuant to the terms hereof or the other Financing
Agreements or (ii) has or has a reasonable likelihood of having a Material
Adverse Effect.

5.   REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.

     5.1.  Upon the Amendment Effective Date, each reference in the Loan and
Security Agreement to "this Agreement", "hereunder", "hereof" or words of like
import, and each reference in the Financing Agreements to the "the Agreement" or
"the Loan and Security Agreement" or "the Term Loan and Security Agreement"
shall mean and be a reference to the Loan and Security Agreement as amended
hereby.

     5.2.  This Amendment shall be limited solely to the matters expressly set
forth herein and shall not (a) constitute an amendment or waiver of any term or
condition of the Loan and Security Agreement or any other Financing Agreement,
except as expressly provided in Section 2 above, (b) prejudice any right or
rights which Canpartners together with its successors and assigns may now have
or may have in the future under or in connection with the Loan and Security
Agreement or any other Financing Agreement, (c) require Canpartners together
with its successors and assigns to agree to a similar transaction on a future
occasion or (d) create any rights herein to another Person or other beneficiary
or otherwise.

                                       11


     5.3.  Except to the extent specifically amended pursuant to Section 2 above,
the respective provisions of the Loan and Security Agreement and the other
Financing Agreements shall not be amended, modified, waived, impaired or
otherwise affected hereby, and such documents and the Obligations under each of
them are hereby confirmed as being in full force and effect.

6. MISCELLANEOUS. This Amendment is a Loan Document. The headings herein are for
convenience  of  reference  only and  shall not alter or  otherwise  affect  the
meaning hereof.

7.  COUNTERPARTS  AND  FACSIMILE/ELECTRONIC  MAIL.  All  documents  delivered in
connection with this Amendment and the assumption of obligations  under the Loan
and Security Agreement by Canpartners contemplated hereby (i) may be executed in
any  number of  separate  counterparts,  each of which  shall  collectively  and
separately  constitute one agreement,  and (ii) may be delivered by facsimile or
electronic  mail and each  such  document  if so  delivered  shall be  deemed an
originally executed counterpart thereof.

8. GOVERNING LAW. THIS AMENDMENT, AND ALL MATTERS OF CONSTRUCTION,  VALIDITY AND
PERFORMANCE  HEREOF,  SHALL BE  GOVERNED  BY,  AND  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND  PERFORMED  IN THAT STATE AND ANY  APPLICABLE  LAWS OF THE UNITED  STATES OF
AMERICA.

9. NO STRICT  CONSTRUCTION.  The parties hereto have participated jointly in the
negotiation  and  drafting  of this  Amendment.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Amendment shall be construed
as if drafted  jointly by the  parties  hereto and no  presumption  or burden of
proof shall arise favoring or disfavoring  any party by virtue of the authorship
of any provisions of this Amendment.


     IN WITNESS WHEREOF, Borrowers, Guarantors, and Canpartners have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.

                                      CANPARTNERS INVESTMENTS IV, LLC



                                       By: /s/ Joshua S. Friedman
                                           ---------------------------------
                                           Name: Joshua S. Friedman
                                           Title:Managing Partner



BORROWERS

HANDY &  HARMAN

                                       12



By: /s/ P.E. Dixon
    -----------------------
    Name:  P.E. Dixon
    Title: Sr. Vice President, General Counsel and Secretary


OLYMPIC MANUFACTURING GROUP, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


CONTINENTAL INDUSTRIES, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


MARYLAND SPECIALTY WIRE, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


HANDY &  HARMAN TUBE COMPANY, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


CAMDEL METALS CORPORATION

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


                                       13



CANFIELD METAL COATING CORPORATION



By: R.K. Hynes
    -------------------------
    Name:  R.K. Hynes
    Title: Secretary



MICRO-TUBE FABRICATORS, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


INDIANA TUBE CORPORATION

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


LUCAS-MILHAUPT, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


HANDY &  HARMAN ELECTRONIC MATERIALS CORPORATION

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary



                                       14


SUMCO INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary



GUARANTORS

HANDY &  HARMAN OF CANADA, LIMITED

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


ELE CORPORATION

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


ALLOY RING SERVICE INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


DANIEL RADIATOR CORPORATION

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


                                       15



H& H PRODUCTIONS, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary



HANDY &  HARMAN AUTOMOTIVE GROUP, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


HANDY &  HARMAN INTERNATIONAL, LTD.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


HANDY &  HARMAN PERU, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


KJ-VMI REALTY, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary


                                       16


PAL-RATH REALTY, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary



PLATINA LABORATORIES, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary



SHEFFIELD STREET CORPORATION

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary



SWM, INC.

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary



WILLING B WIRE CORPORATION

By: /s/ P.E. Dixon
    ------------------------
    Name:  P.E. Dixon
    Title: Vice President and Secretary

EX-10

                                                                    Exhibit 10.1
                                    AGREEMENT

     THIS  AGREEMENT  (hereinafter  referred  to as the  "Agreement")  made  and
entered into  effective as of this 11th day of  February,  2004,  by and between
HANDY  &  HARMAN  (hereinafter  referred  to as the  "Company"),  a  corporation
organized  under  the laws of the  State of New  York,  with  principal  offices
located at 555 Theodore  Fremd Avenue,  Rye, New York 10580 and DANIEL P. MURPHY
(hereinafter referred to as the "Executive"),  an individual with a residence at
122 Kenmore Drive, Longmeadow, Massachusetts 01106.

     WHEREAS,  the Executive is currently  employed as President of the Company;
and

     WHEREAS,  the parties  desire to enter into this  Agreement to continue the
terms of the Executive's  employment pursuant to the terms described herein, and
to provide for certain  payments to the  Executive in the event of a termination
of his employment as provided herein.

     NOW, THEREFORE, in consideration of these premises and the mutual covenants
herein contained and for other good and valuable  consideration  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound hereby, agree as follows:

     1. EMPLOYMENT;  TERM. (a) The Company desires to continue the employment of
the  Executive  and to enter  into this  Agreement  as of the date  hereof  (the
"Effective  Date") and the Executive desires to be so employed and the Executive
agrees to continue employment with the Company pursuant to the terms hereof. The
Executive  shall hold the office of the President of the Company.  The Executive





shall perform all duties of this position  consistent with the powers and duties
of such offices set forth in the Company's By-Laws, as well as any other duties,
commensurate  with the  Executive's  positions that are assigned by the Board of
Directors of the Company (the "Board").

       The Executive shall devote his full working time,  attention and energies
to the  business of the Company and shall not during the term of this  Agreement
be engaged in any other business activity, whether or not such business activity
is pursued for gain, profit or other pecuniary advantage;  but this shall not be
construed as preventing  the  Executive  from  investing his personal  assets in
businesses which do not compete, directly or indirectly, with the Company in any
manner,  in such form or manner as will not require any  services on the part of
the  Executive in the  operation  of the affairs of the  companies in which such
investments are made and in which the Executive's  participation  is solely that
of an investor  and except that the  Executive  may purchase  securities  in any
corporation the securities of which are regularly  traded,  provided,  that such
purchase shall not result in the Executive  owning  beneficially at any time one
percent (1%) or more of the equity  securities of any  corporation  engaged in a
business directly competitive with that of the Company.

       (b) The term of this  Agreement  shall  commence  on the date  hereof and
shall  continue  in full force and effect  until the second  anniversary  of the
Effective  Date, at which time,  and on each  anniversary  of the Effective Date
thereafter,  the  term of this  Agreement  shall  be  extended  until  the  next
anniversary  thereafter,  unless  one  party  hereto  shall  provide  notice  of
termination  to the other  party  hereto no less than  thirty (30) days prior to
such  anniversary  or such  earlier  date as this  Agreement  is  terminated  in
accordance  with the  provisions  of this  Agreement  (such  period as it may be
extended from time to time, the "Term").

                                       2


       (c) All prior employment agreements between the Executive and the Company
or its subsidiaries shall be terminated on and as of the Effective Date, with no
further obligation of the Company or the Executive thereunder.

     2. COMPENSATION. Subject to the terms and conditions of this Agreement, the
Company  shall  pay to the  Executive  as  compensation  for  the  duties  to be
performed by the Executive under this Agreement, the sum of the following:

       (a) A base salary of $350,000  per annum,  to be paid no less  frequently
than monthly, in equal amounts; and

       (b) The Executive shall also be entitled to such annual bonus, if any, as
the Board or the Compensation Committee of the Company, as ratified by the Board
of WHX Corporation ("WHX") in its absolute discretion shall determine.

       (c) The Executive has previously  been granted options (the "Options") to
purchase a total of 100,000  shares of common  stock of WHX  pursuant to the WHX
1991  Incentive and  Non-Qualified  Stock Option Plan, the WHX 2001 Stock Option
Plan or the WHX 2003  Incentive  Stock Plan,  and  acknowledges  receipt of such
option grants.

     3. VACATION TIME.  The Executive  shall be entitled to vacation with pay of
four (4) weeks in each calendar year.  This vacation time shall be pro-rated for
partial employment in the final calendar year of employment.

     4.  BENEFITS.  The  Executive  shall receive all normal  employee  benefits
available to employees of the Company including the following:


                                       3


       (a) Health insurance coverage, if and to the extent provided to all other
employees of the Company, for the Executive,

       (b) Vacation as provided in this Agreement;

       (c) A company car provided at the Company's expense,  or alternatively at
Executive's  election  Executive  shall  receive a car  allowance  not to exceed
$1,000 per  month,  in  accordance  with the  Company's  existing  policies  and
procedures in place for other executives and officers of the Company;

       (d) Annual  dues at a golf club of the  Executive's  selection  (which is
reasonably acceptable to the Company);

       (e)  Non-exclusive  use of a two bedroom  apartment  in the Rye, New York
area (subject to Section 4(f) below); and

       (f) A reasonable  relocation allowance (as determined by the Company) for
a  permanent  relocation  to the  geographic  area  encompassing  the  Company's
headquarters  in lieu of Section 4(e) above;  whether the  relocation  allowance
described  herein  or the use of the  apartment  described  in  Section  4(e) is
granted shall be determined by the Company.

     5.  TERMINATION  OF  AGREEMENT  BY  THE  COMPANY.  This  Agreement  may  be
terminated  by the Company  immediately  by  providing  notice to the  Executive
pursuant to Section 12 hereof upon the occurrence of any of the following:

       (a) For Cause (as defined below);


                                       4


       (b) The death of the Executive;

       (c) The Disability (as defined below) of the Executive; or

       (d) Without Cause, upon written notice to the Executive.

     "Cause"  shall  mean:  (i) the  Executive's  engaging  in conduct  which is
materially injurious to the Company,  its subsidiaries or affiliates,  or any of
their respective  customer or supplier  relationships,  monetarily or otherwise;
(ii)  the  Executive's  engaging  in  any  act  of  fraud,  misappropriation  or
embezzlement  or any act which  would  constitute  a felony  (other  than  minor
traffic violations); or (iii) the Executive's material breach of this Agreement.

     "Disability"  shall  mean:  the  "Executive's  absence  from the  full-time
performance  of his duties  hereunder for at least ninety (90) days,  whether or
not consecutive,  within any twelve (12)  consecutive  months as a result of any
incapacity due to physical or mental illness.

     6.  TERMINATION  OF  AGREEMENT  BY THE  EXECUTIVE.  This  Agreement  may be
terminated by the  Executive,  by written notice to the Company within (i) sixty
(60) days following a material diminution of the Executive's  position,  duties,
responsibilities  or  compensation  with the  Company or the  relocation  of the
Company's  headquarters to a different location more than 50 miles from Rye, New
York and more than 50 miles from Agawam,  Massachusetts (a "Material  Diminution
or Relocation  Termination Election") or (ii) within sixty (60) days following a
Change  in  Control  (as  defined  below)  (a  "Change  in  Control  Termination
Election").  In the case of a  Material  Diminution  or  Relocation  Termination
Election by the  Executive,  the Company shall have ten (10) days  following its
receipt  of  written  notice  of  termination  from the  Executive  to cure such


                                       5


material  diminution  or  relocation.  In the case of a Material  Diminution  or
Relocation  Termination  Election,  if the Company  does not cure such  material
diminution or relocation  within the ten (10) days following its receipt of such
Material  Diminution  or  Relocation  Termination  Election  from the  Executive
pursuant to this  Section 6,  termination  of  Executive's  employment  shall be
effective  at the end of such ten (10) day  period.  In the event of a Change in
Control Termination Election, the Company shall have ten (10) days following its
receipt  of  written  notice of  termination  from  Executive  to make a written
request  to  Executive  to  continue  his  employment  with the  Company  at his
then-present  annual base salary,  applied on a pro-rata basis,  for a period of
sixty (60) days from the date of such  written  request.  The  Company  shall be
required  to make the  Severance  Payment  (as  defined in Section  7(a) of this
Agreement) to the Executive pursuant to the terms of Section 7(b) without regard
to whether or not it sends such  request to  Executive.  Upon timely  receipt of
such request from the Company,  Executive shall continue his employment for such
sixty  (60)  day  period,  at the  end of  which  Executive's  employment  shall
terminate.  If the  Company  does not send  such  request,  the  termination  of
Executive's  employment  shall  be  effective  at the end of such  ten  (10) day
period.

     "Change in Control"  shall mean:  (i) the direct or indirect  sale,  lease,
exchange  or other  transfer  of all or  substantially  all of the assets of the
Company  to any  person or  entity or group of  persons  or  entities  acting in
concert as a partnership or other group (a "Group of Persons"), (ii) the merger,
consolidation or other business  combination of the Company with or into another
corporation  with the effect that the  shareholders of the Company,  as the case
may be,  immediately  following  the  merger,  consolidation  or other  business
combination,  hold  50% or  less  of  the  combined  voting  power  of the  then
outstanding   securities   of  the   surviving   corporation   of  such  merger,
consolidation  or other business  combination  ordinarily (and apart from rights
accruing under special  circumstances)  having the right to vote in the election
of directors, (iii) the replacement of at least 50% of the Board over any period


                                       6


of two years or less, as compared to the directors who  constituted the Board at
the  beginning  of such  period,  and such  replacement(s)  shall  not have been
approved  by a majority of the Board as  constituted  at the  beginning  of such
period,  or (iv) a person or Group of Persons shall,  as a result of a tender or
exchange  offer,  open  market  purchases,  privately  negotiated  purchases  or
otherwise,  have become the  beneficial  owner (within the meaning of Rule 13d-3
under the  Securities  Exchange Act of 1934,  as amended) of  securities  of the
Company  representing  50% or more of the  combined  voting  power  of the  then
outstanding  securities of such  corporation  ordinarily  (and apart from rights
accruing under special  circumstances)  having the right to vote in the election
of directors.

     7.  SEVERANCE  AND OTHER  PAYMENTS.  (a) In the event that the  Executive's
employment is terminated at any time pursuant to Section 5(d) of this Agreement,
which  termination  shall  include  the  giving of notice not to extend the Term
pursuant to Section  1(b),  the Company  agrees to pay the  Executive a lump-sum
cash payment (the  "Severance  Payment")  equal to his then current  annual base
salary for two years (such  period,  the  "Severance  Period"),  and the Company
shall  have  no  further  obligations  to  the  Executive.  Prior  to  and  as a
precondition  to the payment of such amount,  the Executive shall deliver to the
Company a general release of the Company,  its subsidiaries and affiliates,  and
each of their officers, directors, employees, agents, successors and assigns, in
the form attached  hereto as Exhibit A and provide the Director  Resignation (as
defined  below),  if  applicable.  Payment  shall  be made on the  date ten (10)
business  days  following  the  delivery by  Executive  of the  general  release
described in the previous  sentence  and the  Director  Resignation,  and if the
general  release and the Director  Resignation is not so delivered  within sixty
(60) days of termination of the Executive's employment, no payment shall be due.
In all other instances,  including termination of the Executive's employment for


                                       7


Cause,  termination  pursuant  to  Sections  5(b) or 5(c),  or if the  Executive
voluntarily  leaves the  employment of the Company,  the Executive  shall not be
eligible or entitled to, and the Company  shall not be  obligated  to make,  any
payment following the Executive's  termination,  except as otherwise provided in
Section  7(b),  and  the  Company  shall  have  no  further  obligations  to the
Executive. Executive agrees that upon the termination of his employment with the
Company he shall immediately resign his positions,  if any, as a director of the
Company and each of its subsidiaries (the "Director Resignation").

       (b) In the event that the  Executive  makes an election to terminate  his
employment  pursuant  to the terms of Section 6, and the  Company  does not cure
such  termination  pursuant  to the  terms of the  second or third  sentence  of
Section 6, if  applicable,  the Executive  shall be entitled to receive from the
Company a lump-sum cash payment equal to the Severance Payment,  and the Company
shall  have  no  further  obligation  to  the  Executive.  Prior  to  and  as  a
precondition to the payment of the Severance Payment the Executive shall deliver
to  the  Company  a  general  release  of  the  Company,  its  subsidiaries  and
affiliates, and each of their officers, directors, employees, agents, successors
and  assigns,  in the form as  attached  hereto as  Exhibit A, and  provide  the
Director Resignation,  if applicable. The Severance Payment shall be made on the
date ten (10) business  days  following the delivery by Executive of the general
release described in the previous sentence and the Director Resignation,  and if
the general  release and the Director  Resignation  is not so  delivered  within
sixty (60) days of a written notice of the Executive's  termination election, no
payment  shall  be due.  Executive  agrees  that  upon  the  termination  of his
employment  with  the  Company  he  shall   immediately   deliver  the  Director
Resignation.

                                       8


     8. EXECUTIVE EXPENSES.  Any ordinary and necessary expenses incurred by the
Executive  on  behalf  of the  Company  which  are  directly  connected  with or
pertaining to the furtherance of the business of the Company shall be reimbursed
to the Executive  upon receipt by the Company,  within thirty (30) days from the
date of expense, of a written statement with receipts attached stating:  (i) the
amount of such  expense;  (ii) the time and place that the expense was incurred;
(iii) the business purpose of the expense; and (iv) the business relationship to
the Company of persons entertained, if any.

     9. DISCLOSURE OF INFORMATION.

       (a) The  Executive  will not at any  time,  whether  during  or after the
termination of his employment, divulge, use, furnish, disclose or make available
to any person, association or company, any non-public information concerning the
Company's  business,  including  without  limitation,  its  marketing  plans and
strategies,  pricing policies,  planned strategies related to sources of supply,
methods of delivery,  customer  names,  purchasing  needs and/or  priorities  of
customers,  and the finances or financial  information of the Company, so far as
such  information  has come to his knowledge as a result of or subsequent to his
employment by the Company,  except to the extent the  disclosure may be required
by law or such  information  is in the  public  domain  through  no fault of the
Executive.  The Executive acknowledges that such information,  including without
limitation,  information  regarding the Company's  customers,  their  purchasing
needs and priorities,  the Company's  sources of supply,  its business plans and
financial condition, is non-public,  proprietary,  and confidential and that the
disclosure  of such  information  to the  Company's  competitors  will cause the
Company substantial harm. Executive shall keep secret all matters of such nature
entrusted to him and shall not use or attempt to use any such information in any


                                       9


manner which may injure or cause loss to the Company. In addition, copies of all
data files on  Executive's  own media must be deleted and a letter  stating such
must be sent to the Company.

       (b) Executive agrees that upon  termination of his services  hereunder he
will  immediately  surrender  and turn over to the  Company  all  books,  forms,
records,  reports,  lists and all other  papers and  writings,  including  items
storing  computer memory (except  computer hard drives from which items relating
to the Company and its business have been deleted),  relating to the Company and
its  business  and  all  other  property  belonging  to the  Company,  it  being
understood and agreed that the same are solely the property of the Company.

       (c) The provisions of this Section will survive the expiration or earlier
termination of the term of this Agreement.

     10. COVENANTS NOT TO COMPETE OR INTERFERE.

       (a) From and after the termination of the Executive's employment, for the
Severance  Period,  the Executive  will not (i) directly or  indirectly,  own an
interest in, operate,  join,  control,  or participate in, or be connected as an
officer,  employee,  agent,  independent contractor,  partner,  shareholder,  or
principal of any corporation,  partnership,  proprietorship,  firm, association,
person,  or other  entity  engaged in a business  which sells,  manufactures  or
produces  the  products  sold,  manufactured  or  produced by the Company or its
subsidiaries  (the "Products") at the time of the termination of the Executive's
employment under this Agreement or otherwise  competes,  directly or indirectly,
with the Company (a "Competing  Business") or (ii)  knowingly  solicit or accept
business for a Competing  Business (x) from any customer of the Company,  or its
subsidiaries,  (y) from any former  customer of the Company  who  purchased  any
Products  during the twelve months  preceding the termination of the Executive's


                                       10


employment  under this  Agreement  or (z) from any  prospect of the Company with
whom the Executive met to solicit or with whom the Executive  discussed the sale
of any  Products  during the twelve  months  preceding  the  termination  of the
Executive's  employment under this Agreement.  Executive  acknowledges  that the
Company's  sales of the  Products  are  national in scope.  Notwithstanding  the
foregoing, the Executive may own up to 1% of the outstanding common stock of any
class of common equity of a publicly traded corporation provided the Executive's
role with the corporation is passive in nature.

       (b) During the Term, and during the period ending on the later of the end
of the  Severance  Period or twelve  (12)  months  from and after the end of the
Term,  the  Executive  will not directly or  indirectly,  as a sole  proprietor,
member of a  partnership  or  stockholder,  investor,  officer or  director of a
corporation,  or as an employee,  agent,  associate or consultant of any person,
firm or  corporation,  induce or solicit,  or attempt to induce or solicit,  any
employee of the Company or its  subsidiaries  or  affiliates  to  terminate  his
employment  with the  Company  or in any way  interfere  with  the  relationship
between the Company,  or its subsidiaries or affiliates,  and the employee,  and
will not solicit, hire, retain or enter into any business arrangements,  with or
enter into any  discussion  to do the same,  with any  person  working  for,  or
independent contractor of, the Company, or its subsidiaries or affiliates.

       (c) During  the Term of this  Agreement,  and  during the  greater of the
Severance  Period or the 12-month period  following the Term, the Executive will
not directly or indirectly hire, engage, send any work to, place orders with, or
in any manner be associated  with any  supplier,  contractor,  subcontractor  or


                                       11


other  business  relation of the Company if such action  would have a reasonably
foreseeable adverse effect on the business, assets or financial condition of the
Company or materially interfere with the relationship between any such person or
entity and the Company.  (d) It is the desire and intent of the parties that the
provisions  of  this  Section  10  shall  be  enforced  to  the  fullest  extent
permissible  under the laws and public policies applied in each  jurisdiction in
which  enforcement is sought.  Accordingly,  if any  particular  portion of this
Section 10 shall be adjudicated to be invalid or unenforceable,  this Section 10
shall be deemed amended to delete  therefrom the portion this  adjudicated to be
invalid  or  unenforceable,  such  deletion  to apply  only with  respect to the
operation  of this  Section  10 in the  particular  jurisdiction  in which  such
adjudication  is made.  The  provisions  of this  Section  10 will  survive  the
expiration or earlier termination of the term of this Agreement.

     11.  INJUNCTIVE  RELIEF.  If there is a breach or threatened  breach of the
provisions of Sections 9 or 10 of this Agreement,  the Company shall be entitled
to an injunction  restraining  the Executive  from such breach.  Nothing  herein
shall be construed as  prohibiting  the Company from pursuing any other remedies
for such breach or threatened breach.

     12.  NOTICES.  All  notices,  requests,  demands  and other  communications
hereunder  must be in  writing  and shall be deemed to have been duly given upon
delivery if  delivered  by hand,  sent by  telecopier,  facsimile  or  overnight
courier,  and three (3) days  after  such  communication  is mailed  within  the
continental  United  States  by  first  class  certified  mail,  return  receipt
requested,  postage  prepaid,  to the other  party,  in each case  addressed  as
provided in the  introduction  to this  Agreement.  Addresses  may be changed by
written  notice  sent to the other  party at the last  recorded  address of that
party.

                                       12


     13. INSURANCE. The Company may, at its election and for its benefit, insure
the Executive  against  accidental loss or death, and the Executive shall submit
to such physical  examinations  and supply such information as may be reasonably
required in connection therewith.

     14. AUTHORITY. The Executive represents and warrants that he is not subject
to any agreement, instrument, order, judgment or decree of any kind or any other
restrictive  agreement of any  character,  which would  prevent him from legally
entering into this  Agreement,  or which would be breached by the Executive upon
execution of this  Agreement.  The  Executive  agrees to indemnify  and hold the
Company  harmless for any liability to the Company arising from a breach of this
representation and warranty.

     15.  ASSIGNMENT.  The  services to be rendered  and the  obligations  to be
performed by the Executive under this Agreement are special and unique,  and all
such  services  and  obligations  and all of the  Executive's  rights under this
Agreement  are personal to the  Executive  and shall not be  assignable  and any
purported  assignment  thereof  shall not be valid or binding  upon the Company.
However,  in the  event  of the  Executive's  death  during  the  term  of  this
Agreement,  the  Executive's  estate shall be entitled to receive salary and any
other payment due and accrued through the date of the Executive's  death and all
payments  due to the  Executive  pursuant  to the  provisions  of Section 7. The
Company may assign this  Agreement and all of its rights under this Agreement to
any person,  firm or  corporation  succeeding  to the  business of the  Company,
provided  said  company  shall  assume (by  contract  or  operation  of law) the
Company's obligations under this Agreement,  at which point the Company shall be
relieved of their obligations hereunder.

                                       13


     16. WAIVER OF BREACH.  The waiver of either the Company or the Executive of
a breach of any provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach by either the Company or the Executive.

     17. AMENDMENTS.  No amendments or variations of the terms and conditions of
this Agreement shall be valid unless the same is in writing and signed by all of
the parties thereto.

     18. COMPLETE AGREEMENT. This Agreement constitutes the entire understanding
between the parties hereto relating to the matters contained, and supersedes any
prior contracts or understandings,  oral or written,  relating to the employment
of the Executive.

     19.  HEADINGS.  The section  headings  contained herein are for convenience
only and shall not in any way affect the  interpretations  or  enforceability of
any provision of this Agreement.

     20.  SEVERABILITY.  The invalidity or  unenforceability of any provision of
this  Agreement,  whether  in whole or in part,  shall not in any way affect the
validity and/or  enforceability  of any other provision  herein  contained.  Any
invalid or  unenforceable  provision shall be deemed  severable to the extent of
any such invalidity or unenforceability.

     21.  COUNSEL.   It  is  understood  and  agreed  that  Executive  has  been
represented by counsel of his choosing in connection with this Agreement.

     22.   GOVERNING  LAW.  This  Agreement  and  all  matters   concerning  its
interpretation,  performance,  or the enforcement  hereof,  shall be governed in
accordance  with the laws of the State of New York without  regard to principles
of conflict of law.

                                       14


     23.  JURISDICTION.  Each  of the  parties  hereto  hereby  irrevocably  and
unconditionally  submits to the exclusive jurisdiction of any court of competent
jurisdiction of the State of New York or any court of competent  jurisdiction of
the  United  States of America  sitting in the County of New York,  State of New
York,  and any appellate  court  thereof,  and each of the parties hereto hereby
irrevocably  and  unconditionally  agrees that all claims in respect of any such
action or  proceeding  shall be heard and  determined in any such New York State
or, to the extent  permitted by law, in such federal court.  Each of the parties
hereto irrevocably and  unconditionally  waives, to the fullest extent either of
them may legally and  effectively  do so, any objection  that either of them may
now or hereafter  have to the laying of venue of any suit,  action or proceeding
arising out of or relating  to this  Agreement  in any New York state or federal
court in New York County.  Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient  forum to
the  maintenance  of such action or  proceeding  in any such court.  Each of the
parties  hereto  irrevocably  waives  the right to trial by jury and each of the
parties  irrevocably  consents  to service of process by first  class  certified
mail, return receipt  requested,  postage prepaid,  to the address at which such
party is to receive notice in accordance with Section 12.

     24.  COUNTERPARTS.  This  Agreement  may  be  executed  in  more  than  one
counterpart and each counterpart shall be considered an original.



                                       15



     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement as of the day and year first above written.


                                /s/ Daniel Murpy
                                ----------------------------------------
                                Daniel Murphy


                                HANDY & HARMAN


                                By:    /s/ Dennis C. Kelley
                                ----------------------------------------
                                Name:  Dennis C. Kelley
                                Title: Chief Financial Officer

EX-31

                                                                    Exhibit 31.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                  CERTIFICATION

I, Neale X. Trangucci, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of WHX Corporation;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

            a)    Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

            b)    Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

            c)    Disclosed  in this  report  any  changes  in the  registrant's
                  internal control over financial reporting that occurred during
                  the   registrant's   most  recent  fiscal   quarter  that  has
                  materially  affected,  or is  reasonably  likely to materially
                  affect the registrant's control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting,  to the  registrant's  auditors and the audit  committee of
          registrant's board of directors:

            a)    All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

            b)    Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.




                                               /s/ Neale X. Trangucci
                                               ----------------------
                                               Neale X. Trangucci
                                               Chief Executive Officer


November 12, 2004

EX-31

                                                                    Exhibit 31.2


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                  CERTIFICATION

I, Robert K. Hynes, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of WHX Corporation;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

            a)    Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

            b)    Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

            c)    Disclosed  in this  report  any  changes  in the  registrant's
                  internal control over financial reporting that occurred during
                  the   registrant's   most  recent  fiscal   quarter  that  has
                  materially  affected,  or is  reasonably  likely to materially
                  affect the registrant's control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting,  to the  registrant's  auditors and the audit  committee of
          registrant's board of directors:

            a)    All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

            b)    Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.


                                          /s/ Robert K. Hynes
                                          -------------------
                                          Robert K. Hynes
                                          Chief Financial Officer




November 12, 2004

EX-32

                                                                      Exhibit 32



                           Section 1350 Certification

                         Pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002 (subsections (a)
                  and (b) of Section 1350, Chapter 63 of Title
                             18, United States Code)


Pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 (subsections (a) and
(b) of Section 1350,  Chapter 63 of Title 18,  United States Code),  each of the
undersigned   officers  of  WHX   Corporation,   a  Delaware   corporation  (the
"Corporation"), does hereby certify that:

The Quarterly  Report on Form 10-Q for the three and nine months ended September
30,  2004  (the  "Form  10-Q")  of  the  Corporation  fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
as amended, and information  contained in the Form 10-Q fairly presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Corporation.



                                  /s/ Neale X. Trangucci
                                  ----------------------
                                  Neale X. Trangucci
                                  Chief Executive Officer

November 12, 2004



                                  /s/ Robert K. Hynes
                                  -------------------
                                  Robert K. Hynes
                                  Chief Financial Officer

November 12, 2004