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 JUNE 30, 2005

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

      For the transition period from__________________to__________________

                          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.)

        555 THEODORE FREMD AVENUE
              RYE, NEW YORK                                       10580
              -------------                                       -----
(Address of principal executive offices)                       (Zip code)

        Registrant's telephone number, including area code: 914-925-4413

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 |_| No |X|

      Indicate  by check mark  whether  the  registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      Indicate by check mark whether the  registrant has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes |_| No |X|

The number of shares of Common Stock issued and  outstanding  as of December 31,
2006 was 10,000,485.


                                       1


PART I. ITEM 1: FINANCIAL STATEMENTS

                                 WHX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                              Three Months Ended June 30,      Six Months Ended June 30,
                                                                  2005            2004            2005            2004
                                                               ---------       ---------       ---------       ---------
                                                                             (as Restated)                   (as Restated)
                                                                           (in thousands - except per-share)

Net sales                                                      $ 105,556       $  98,470       $ 201,485       $ 186,209

Cost of goods sold                                                85,012          80,559         162,681         150,314
                                                               ---------       ---------       ---------       ---------

Gross profit                                                      20,544          17,911          38,804          35,895

Selling, general and administrative expenses                      15,449          12,393          30,665          25,208
Gain on disposal of fixed assets                                       5           1,707              --           1,665
                                                               ---------       ---------       ---------       ---------

Income from operations                                             5,100           7,225           8,139          12,352
                                                               ---------       ---------       ---------       ---------

Other:
           Interest expense                                        3,807           6,078           9,266          10,750
           Loss on early retirement of debt                           --              --              --          (1,161)
           Chapter 11 and related reorganization expenses          3,123              --           4,624              --
           Other income (loss)                                       (52)          9,682            (323)          9,347
                                                               ---------       ---------       ---------       ---------

Income (loss) from continuing operations before taxes             (1,882)         10,829          (6,074)          9,788

Tax provision                                                        490             750             863           1,292
                                                               ---------       ---------       ---------       ---------

Income (loss) from continuing operations, net                     (2,372)         10,079          (6,937)          8,496

Discontinued operations:

           Loss from discontinued operations, net                  1,553           5,620           3,484           6,433
                                                               ---------       ---------       ---------       ---------

Net income (loss)                                                 (3,925)          4,459         (10,421)          2,063

Less: Dividend requirement for preferred stock                        --           4,856           3,561           9,712
                                                               ---------       ---------       ---------       ---------

Loss applicable to common stock                                $  (3,925)      $    (397)      $ (13,982)      $  (7,649)
                                                               =========       =========       =========       =========

BASIC AND DILUTED PER SHARE OF COMMON STOCK

Income (loss)  from continuing operations
   net of preferred dividends                                  $   (0.43)      $    0.96       $   (1.92)      $   (0.22)
Discontinued operations                                            (0.29)          (1.03)          (0.64)          (1.19)
                                                               ---------       ---------       ---------       ---------

Net loss per share applicable to common shares                 $   (0.72)      $   (0.07)      $   (2.56)      $   (1.41)
                                                               =========       =========       =========       =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       2


                                 WHX CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                                              June 30,      December 31,
                                                                2005            2004
                                                             ---------      ------------
ASSETS                                                     (Dollars and shares in thousands)
Current Assets:
      Cash and cash equivalents                              $  13,014       $  20,826
      Trade receivables - net                                   61,742          48,004
      Inventories                                               60,444          58,304
      Current assets of discontinued operations                    811          15,595
      Insurance receivable                                       2,000              --
      Deferred income taxes                                        726             726
      Other current assets                                      11,299           9,130
                                                             ---------       ---------
                 Total current assets                          150,036         152,585

Property, plant and equipment, at cost less
   accumulated depreciation and amortization                    88,010          84,465
Goodwill and other intangibles                                  50,058          49,982
Intangibles pension asset                                        1,760           1,760
Long term assets of discontinued operations                      3,084           3,589
Other non-current assets                                        16,040          19,535
                                                             ---------       ---------
                                                             $ 308,988       $ 311,916
                                                             =========       =========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities Not Subject to Compromise:
     Trade payables                                          $  39,402       $  33,499
     Accrued environmental liability                            28,786          31,424
     Accrued liabilities                                        28,109          30,822
     Current portion of long-term debt                          88,713         183,629
     Short-term debt                                            51,796          40,398
     Deferred income taxes                                         702             702
     Current liabilities of discontinued operations              1,305           4,855
                                                             ---------       ---------
Total Current Liabilities                                      238,813         325,329

Non-current Liabilities Not Subject to Compromise:
     Long-term debt                                              5,085           6,027
     Accrued pension liability                                  17,479          18,786
     Other employee benefit liabilities                          9,787           9,617
     Deferred income taxes                                       2,084           2,084
     Additional minimum pension liability                       47,002          47,002
Liabilities Subject to Compromise                               97,222              --
                                                             ---------       ---------
                Total liabilities                              417,472         408,845

Stockholders' (deficit) 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                       (37,778)        (36,611)
    Additional paid-in capital                                 556,206         556,206
    Unearned compensation - restricted stock awards                 --             (33)
    Accumulated deficit                                       (627,519)       (617,098)
                                                             ---------       ---------
                 Total stockholders' deficit                  (108,484)        (96,929)
                                                             ---------       ---------
                                                             $ 308,988       $ 311,916
                                                             =========       =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       3


                                 WHX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                  Six Months Ended June 30,
                                                                     2005            2004
                                                                  ---------       ---------
                                                                                (as Restated)
                                                                       (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                 $ (10,421)      $   2,063

Items not affecting cash from operating activities:

  Depreciation and amortization                                       5,998           6,663
  Amortization of debt related costs                                  1,093           1,131
  Other postretirement benefits                                         563             225
  Loss on early retirement of debt                                       --           1,161
  Gain on WPSC note recovery                                             --          (5,596)
  Gain on asset dispositions                                             --          (1,665)
  Equity loss (income) in affiliated companies                          (66)              2
  Chapter 11 and related reorganization expenses                      4,624              --
  Payments of Chapter 11 and related reorganization expenses         (2,071)             --
  Gain on derivatives - (unrealized)                                   (182)           (618)
  Reclassification of net cash settlements on derivative instruments    519          (2,457)
  Discontinued operations-non cash charges                             (681)          4,648
  Other                                                                  33             105
Decrease (increase)  in working capital elements,
  net of effect of acquisitions:
       Trade receivables                                            (14,199)        (20,405)
       Inventories                                                   (2,280)        (16,316)
       Other current assets                                          (1,189)          3,597
       Other current liabilities                                     (1,709)         (1,350)
  Other items-net                                                      (438)         (4,792)
  Discontinued operations                                            11,466          (1,388)
                                                                  ---------       ---------
Net cash used  by operating activities                               (8,940)        (34,992)
                                                                  ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of aircraft                                         --          19,301
  Plant additions and improvements                                  (10,361)         (4,190)
  Proceeds from sales of assets                                          31           7,049
  Net cash settlements on derivative instruments                       (519)          2,457
  Discontinued operations                                             1,186            (168)
                                                                  ---------       ---------
Net cash provided by (used in) investing activities                  (9,663)         24,449
                                                                  ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash proceeds (repayment) - Handy & Harman term loans                (941)         99,329
  Net borrowings from revolving credit facilities                    10,125          36,936
  Repayment of  H&H Senior Secured Credit Facility                       --        (149,684)
  Net borrowings from H&H Senior Secured Credit Facility                 --          20,604
  Repayment of H&H Industrial Revenue Bonds                              --          (7,500)
  Net change in overdrafts                                            1,607              --
  Debt issuance fees                                                     --          (4,837)
                                                                  ---------       ---------
Net cash  provided by (used in) financing activities                 10,791          (5,152)
                                                                  ---------       ---------
NET CHANGE FOR THE PERIOD                                            (7,812)        (15,695)

Cash and cash equivalents at beginning of period                     20,826          41,990
                                                                  ---------       ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $  13,014       $  26,295
                                                                  =========       =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       4


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 -THE COMPANY AND NATURE OF OPERATIONS

      WHX  Corporation,  the parent  company  ("WHX") is a holding  company that
invests  in and  manages a diverse  group of  businesses  that are  managed on a
decentralized  basis.  WHX's  primary  business  is  Handy & Harman  ("H&H"),  a
diversified manufacturing company whose strategic business units encompass three
reportable segments:  precious metals,  tubing, and engineered  materials.  WHX,
together  with all of its  subsidiaries,  shall be  referred  to  herein  as the
"Company."

NOTE 2 - LIQUIDITY AND RECENT DEVELOPMENTS

      On December 27, 2006, WHX Corporation filed its Annual Report on Form 10-K
for the year ended  December 31, 2005 (the "2005  10-K").  Prior to this filing,
the Company  had not filed any  financial  statements  with the  Securities  and
Exchange Commission ("SEC") since it filed its Quarterly Report on Form 10-Q for
the quarter ended  September 30, 2004.  The 2005 10-K includes a restatement  of
the financial  statements  for the year ended December 31, 2003 and prior years,
as well as restated  financial  information for each of the quarters in the year
ended December 31, 2004.  Concurrent with this filing, WHX Corporation is filing
its Annual  Report on Form 10-K for the year ended  December 31, 2004 (the "2004
10-K").

      On March 7, 2005,  WHX filed a  voluntary  petition  to  reorganize  under
Chapter 11 of the United States  Bankruptcy  Code.  WHX continued to operate its
businesses and own and manage its properties as a debtor-in-possession under the
jurisdiction  of the  bankruptcy  court until it emerged from  protection  under
Chapter 11 of the Bankruptcy Code on July 29, 2005. WHX's Bankruptcy  Filing was
primarily intended to reduce WHX's debt, simplify its capital structure,  reduce
its  overall  cost of  capital  and  provide  it with  better  access to capital
markets.

      Throughout  2005 and 2006,  the  Company has been  experiencing  liquidity
issues,  which are more fully  described  in Notes 1a and 2 to the  consolidated
financial  statements  included  in the 2005  10-K and 2004  10-K,  which  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern and do not include any  adjustments  to reflect
the possible future effects on the  recoverability  and classification of assets
or the  amounts  and  classification  of  liabilities  that may result  from the
outcome of this  uncertainty.  The Company  incurred  consolidated net losses of
$34.7  million,  $140.4  million and $159.9 million for the years ended December
31,  2005,  2004  and  2003,  respectively  and had  negative  cash  flows  from
operations  of $5.0 million and $39.6  million for the years ended  December 31,
2005 and 2004,  respectively.  As of  December  31,  2005,  the  Company  had an
accumulated  deficit of $394.0 million and a working  capital  deficit of $122.1
million.  Additionally,  the Company has not been in compliance  with certain of
its bank covenants.

      WHX is a  holding  company  and  has as  its  sole  source  of  cash  flow
distributions   from  its   operating   subsidiary,   H&H,  or  other   discrete
transactions.  H&H's bank credit  facilities  and term loans  effectively do not
permit it to transfer any cash or other assets to WHX and are  collateralized by
substantially  all of H&H's assets.  WHX has no bank credit facility of its own.
WHX's ongoing  operating cash flow  requirements  consist of funding the minimum
requirements for the WHX Pension Plan and paying other administrative costs.

      Since  emerging from  bankruptcy,  due to covenant  restrictions  in H&H's
credit  facilities,  there  have  been no  dividends  from H&H to WHX and  WHX's
sources of cash flow have consisted of:

      o     the issuance of $5.1 million in preferred  stock by a newly  created
            subsidiary,  which was  invested  in the  equity  of a small  public
            company; and

      o     partial payment of the H&H subordinated debt to WHX of $9.0 million,
            which  required the approval of the banks  participating  in the H&H
            bank facility. Subsequent to this transaction in 2006, the remaining
            intercompany  loan balance of the subordinated debt of $44.2 million
            was converted to equity.


                                       5


Since the filing of its 2005 10-K, the following events have occurred:

PENSION PLAN

      On December 20, 2006, the Internal  Revenue  Service granted a conditional
waiver  (the "IRS  waiver")  of the  minimum  funding  requirements  for the WHX
Pension  Plan for the 2005 plan year in  accordance  with section 412 (d) of the
Internal  Revenue  Code and section 303 of the  Employee  Retirement  Income and
Security Act of 1974, as amended ("ERISA"),  and on December 28, 2006, WHX, H&H,
and the  Pension  Benefit  Guaranty  Corporation  (the  "PBGC")  entered  into a
settlement  agreement (the "PBGC  Settlement  Agreement") in connection with the
IRS  waiver  and  certain  other  matters.  The IRS waiver is subject to certain
conditions,  including a requirement  that the Company meet the minimum  funding
requirements  for the WHX Pension  Plan for the plan years  ending  December 31,
2006 through 2010, without applying for a waiver of such requirements.  The PBGC
Settlement  Agreement  and related  agreements  include the  following:  (i) the
amortization of the waived amount of $15.5 million (the "Waiver  Amount") over a
period of five years, (ii) the PBGC's consent to increase borrowings under H&H's
senior  credit  facility to $125  million in  connection  with the closing of an
acquisition  described below, (iii) the resolution of any potential issues under
Section  4062(e) of ERISA,  in  connection  with the  cessation of operations at
certain  facilities  owned  by WHX,  H&H or  their  subsidiaries,  and  (iv) the
granting  to the  PBGC  of  subordinate  liens  on the  assets  of H&H  and  its
subsidiaries,  and specified assets of WHX, to collateralize WHX's obligation to
pay the Waiver  Amount to the WHX Pension Plan and to make  certain  payments to
the WHX Pension  Plan in the event of its  termination.  As a result of the PBGC
Settlement  Agreement and the IRS waiver, based on estimates from WHX's actuary,
the Company expects its minimum  funding  requirement for the specific plan year
and the  amortization of the 2005  requirement to be $13.1 million (paid in full
in 2006), $6.7 million,  $7.9 million,  and $18.3 million (which amounts reflect
the recent passage of the Pension  Protection Act of 2006) in 2006,  2007,  2008
and through 2011, respectively.

AMENDMENTS TO CREDIT AGREEMENTS

      On December 27, 2006,  Wachovia Bank,  National  Association  ("Wachovia")
provided  H&H with an  additional  $7.0  million  loan.  This was pursuant to an
amendment signed on October 30, 2006 which made the additional funds conditional
upon the filing of the Company's 2005 Annual Report on Form 10-K.

      On December 28, 2006, H&H and certain of H&H's subsidiaries  amended their
Loan and Security  Agreement with Wachovia and their Loan and Security Agreement
with Steel  Partners  II, L.P.  ("Steel")  (the  beneficial  holder of 5,029,793
shares of the Company's common stock,  representing  approximately  50.3% of the
outstanding  shares) to  provide,  in part,  for:  (i) the  consummation  of the
transactions  contemplated  by the PBGC  Settlement  Agreement and the waiver of
possible  events of  default  that may have  occurred  relating  to the  matters
covered  by the PBGC  Settlement  Agreement;  and (ii) a $42  million  term loan
funded by Ableco  Finance  LLC. A portion of the loan ($26  million) was used to
fund an acquisition  by H&H, $3.2 million was paid as a contribution  to the WHX
Pension Plan, and approximately $12 million of the loan was used to reduce H&H's
outstanding balance under its revolving credit facility.

ACQUISITION

      Pursuant to an Asset Purchase  Agreement (the "Asset Purchase  Agreement")
dated as of December 28, 2006, a subsidiary of H&H acquired a mechanical roofing
fastener  business  from  Illinois  Tool  Works  Inc.  The  purchase  price  was
approximately $26 million,  including a working capital  adjustment.  The assets
acquired included, among other things, machinery, equipment,  inventories of raw
materials,  work-in-process and finished products,  certain contracts,  accounts
receivable  and  intellectual  property  rights,  all as related to the acquired
business and as provided in the Asset Purchase Agreement. This acquired business
develops and manufactures fastening systems for the commercial roofing industry.
WHX believes this acquisition  solidifies its position as a leading manufacturer
and supplier of mechanical fasteners,  accessories and components,  and building
products for the commercial and  residential  construction  industry.  Funds for
payment  of  the  purchase   price  by  H&H  were   obtained   pursuant  to  the
aforementioned term loan.

LIQUIDITY

      As of December 31, 2006,  WHX had cash of  approximately  $0.8 million and
current  liabilities of  approximately  $7.5 million,  including $5.1 million of
mandatorily  redeemable  preferred  shares  payable  to a related  party.  H&H's
availability  under its  revolving  credit  facility and other  facilities as of
December 31, 2006 was $19.1  million.  All such  facilities,  including the term
loans,  expire in March 2007. The Company has significant cash flow obligations,
including  without  limitation  the  amounts  due for the WHX  Pension  Plan (as
amended  by  the  PBGC  Settlement  Agreement  described  above).  Based  on the
Company's forecasted borrowings, the funds available under its credit facilities
may not be sufficient to fund debt service costs,  working  capital  demands and
environmental  remediation  costs.  WHX is  attempting to refinance the H&H bank
credit facilities and to restructure the Term B Loan, which is held by a related
party, and is contemplating other longer term financing options. As part of such
refinancing,  it is possible that additional  liquidity may be provided and that
the restriction on distributions from H&H to WHX may be modified. However, there
can be no  assurance  of this,  or that the Company  will be able to obtain such
replacement  financing at commercially  reasonable  terms upon the expiration of
its  credit  facilities  in March  2007.  Consequently,  there  continues  to be
substantial doubt about the Company's ability to continue as a going concern.


                                       6


      The following  Quarterly  Report on Form 10-Q for the three and six months
ended  June 30,  2005 has been  prepared  to comply  with the  Company's  filing
requirements under SEC rules and regulations as part of the Company's efforts to
be  considered  a current  filer under such rules and  regulations.  This report
should be read in  conjunction  with the  previously  filed 2005 10-K,  the 2004
10-K, and the updated information included above.

NOTE 3- BASIS OF PRESENTATION

      Commencing   March  7,  2005,  WHX  was  operating  its  businesses  as  a
debtor-in-possession under the jurisdiction of the bankruptcy court. Thus, these
interim unaudited Condensed  Consolidated Financial Statements as of and for the
three and six month periods ended June 30, 2005 have been prepared in accordance
with the  American  Institute  of  Certified  Public  Accountants  Statement  of
Position 90-7 ("SOP 90-7"),  "Financial  Reporting by Entities in Reorganization
under the Bankruptcy Code." Accordingly, all pre-petition liabilities subject to
compromise have been segregated in the unaudited Condensed  Consolidated Balance
Sheet and  classified as  Liabilities  Subject to  Compromise,  at the estimated
amount of allowable claims.

      The following  table  details the  Liabilities  Subject to Compromise  (in
thousands):

                                                                   June 30, 2005
                                                                   -------------

Debt - 10 1/2% Senior Notes                                           $92,820
Accrued interest on debt subject to compromise                          3,844
Other                                                                     558
                                                                      -------
    Total liabilities subject to compromise                           $97,222
                                                                      =======

      Subsequent  to WHX's  voluntary  petition for  reorganization  on March 7,
2005,   WHX  stopped   recognizing   interest  on  its  10-1/2%   Senior   Notes
(approximately  $3.1  million of interest  for the period  March 7, 2005 through
June 30, 2005).  In addition,  on March 7, 2005, WHX wrote off to Chapter 11 and
Related Reorganization expenses approximately $62,000 of deferred financing fees
related to its 10-1/2% Senior Notes. WHX also stopped recognizing the cumulative
dividends  on its  preferred  stock  as of the  date  of its  bankruptcy  filing
(approximately  $6.3 million of dividends would have been accrued for the period
March 7, 2005 through June 30, 2005).

      In  accordance  with  SOP  90-7,  liabilities  that  are  not  subject  to
compromise  are  separately  classified  as  current  and  non-current  in their
respective  account  classification.  Revenues,  expenses,  realized  gains  and
losses, and provisions for losses resulting from the reorganization are reported
separately  as  Chapter  11  and  Related  Reorganization  expenses,  net in the
unaudited Condensed Consolidated Statements of Operations. Cash used for Chapter
11 and Related Reorganization  expenses is disclosed separately in the unaudited
Condensed Consolidated Statements of Cash Flows.

      The unaudited condensed  consolidated financial statements included herein
have been prepared by the Company in accordance  with the rules and  regulations
of the  Securities and Exchange  Commission.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally accepted accounting  principles have been condensed or omitted in
accordance with those rules and regulations,  although the Company believes that
the disclosures  made are adequate to make the information not misleading.  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, 2004.

      In the opinion of management, the interim financial statements reflect all
normal and recurring  adjustments  (and the  accounting  required under SOP 90-7
related to the Bankruptcy  Filing)  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.  The results
of  operations  for the  three  and six  months  ended  June  30,  2005  are not
necessarily indicative of the operating results for the full year.


                                       7


NOTE 4-DEBTOR IN POSSESSION FINANCIAL STATEMENTS

      The  financial   statements  contained  within  this  note  represent  the
condensed financial  statements for WHX Corporation ("the Debtor") only. Neither
WHX's primary business,  H&H, nor any of WHX's other  subsidiaries or affiliates
were included in WHX's  Bankruptcy  Filing.  The Debtor's  financial  statements
contained herein have been prepared in accordance with the guidance in SOP 90-7.
WHX's non-debtor subsidiaries are not consolidated, but rather are accounted for
using the equity method of accounting in these  financial  statements.  As such,
non-Debtor  subsidiary  net income or loss is included  as "Equity in  after-tax
income (loss) of non-Debtor  subsidiaries"  in the statement of operations,  and
their net assets are  included as  "Investments  in and  Advances to  non-Debtor
subsidiaries,  net" in the balance sheet.  Intercompany transactions between the
Debtor and  non-Debtor  subsidiaries  have not been  eliminated  in the Debtor's
financial  statements.  The Debtor financial  statements  include the short-term
investment  account of one of its non-Debtor  subsidiaries,  Wheeling-Pittsburgh
Capital  Corporation,  since the  Debtor was given  unrestricted  access to this
account  during the  bankruptcy  period in order to operate  without a Debtor in
Possession credit facility.  The unaudited condensed financial statements of the
Debtor are presented as follows:

                                 WHX CORPORATION
                  DEBTOR IN POSSESSION STATEMENT OF OPERATIONS
                                 (IN THOUSANDS)

                                                                      Period from           Period from
                                                                     April 1, 2005         March 7, 2005
                                                                    to June 30, 2005     to June 30, 2005
                                                                    ----------------     ----------------
COST AND EXPENSES:
Pension expense (income)                                               $     (275)          $     (469)
Administrative and general expense                                          1,611                2,313
                                                                       ----------           ----------
       Subtotal - expenses                                                  1,336                1,844
                                                                       ----------           ----------

Interest income -H& H Subordinated Note                                      (763)              (1,053)
Chapter 11 and related reorganization expenses                              3,123                3,707
Equity in after-tax income (losses) of non-Debtor subsidiaries               (301)                 (34)
Other (income) expense - net                                                  (72)                (118)
                                                                       ----------           ----------
LOSS BEFORE TAXES                                                          (3,925)              (4,414)
Tax provision (benefit)                                                        --                   --
                                                                       ----------           ----------
NET LOSS                                                               $   (3,925)          $   (4,414)
                                                                       ==========           ==========


                                       8


                                 WHX CORPORATION
                       DEBTOR IN POSSESSION BALANCE SHEET

                                 (IN THOUSANDS)
                                                                       June 30,
ASSETS                                                                   2005
                                                                      ---------
Current assets:
Cash and cash equivalents                                             $  10,937
Other current assets                                                      2,954
                                                                      ---------
    Total current assets                                                 13,891

Intangible pension asset                                                  1,760
Prepaid pension asset                                                        --
Subordinated Note - Handy & Harman                                       50,813
Deferred charges and other assets                                            54
                                                                      ---------
                                                                      $  66,518
                                                                      =========

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accrued expenses                                                          3,582
Short-term debt                                                              --
                                                                      ---------
    Total current liabilities                                             3,582

Investment in and advances to non-Debtor subsidiaries-net                 9,418
Accrued pension liability                                                17,479
Other post-employment benefits                                              299
Additional minimum pension liability                                     47,002
Liabilities subject to compromise                                        97,222
                                                                      ---------
                                                                        175,002
                                                                      ---------
Commitments and contingencies

Stockholders' deficit                                                  (108,484)

                                                                      ---------
                                                                      $  66,518
                                                                      =========


                                       9


                                 WHX CORPORATION
                  DEBTOR IN POSSESSION STATEMENT OF CASH FLOWS
                                 (in thousands)

                                                                        Period March 7
                                                                       to June 30, 2005
                                                                       ----------------

Cash Flows From Operating Activities
    Net loss                                                               $ (4,414)
    Non cash income and expenses
       Equity in after-tax loss of non-Debtor subsidiaries                      (34)
       Chapter 11 and related reorganization expenses                         3,707
       Payments of Chapter 11 and related reorganization expenses              (923)
 Decrease/(increase) in working capital elements
       Receivables - including affiliated companies                          (2,198)
       Other current assets and liabilities                                     254
                                                                           --------

 Net cash used by operating activities                                       (3,608)
                                                                           --------

 Net cash provided/(used) by investing activities                                --

 Net cash used by financing activities                                           --
                                                                           --------

 Net change for the period                                                  (3,608)

 Cash and cash equivalents at beginning of period                            14,545
                                                                           --------

 Cash and cash equivalents at end of period                                $ 10,937
                                                                           ========

NOTE 5 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

      The  Company  is  restating  its  previously  issued  unaudited  condensed
consolidated  financial  statements for the quarters ended March 31, 2004,  June
30, 2004 and  September 30, 2004 (the "Quarter  Restatement").  The  restatement
corrects its accounting for long-lived  asset and goodwill  impairment,  certain
tax matters and other  corrections,  including  the  accounting  for  derivative
instruments  (specifically  future contracts on precious metals) and the related
impact  on  inventory  (see  Note 8-  Inventories),  and its  accounting  for an
executive life insurance program.

      In addition, for the quarter ended June 30, 2004, the Company has restated
its  financial  statements  to correct  for an error in the timing of and amount
recognized with respect to certain  long-lived asset impairments under SFAS 144,
'Accounting for the Impairment or Disposal of Long-Lived Assets'.  The financial
statements  have been  restated to decrease  the  impairment  charge  originally
recognized  by $5.1  million,  from $9.0  million to $3.9  million.  The Company
incorrectly  determined  the fair value of the asset  group and this  correction
adjusts the carrying value of certain  impaired fixed assets of the wire & cable
businesses to their fair value as determined  by a  contemporaneous  third-party
appraiser. Based on negotiations in subsequent periods to sell this asset group,
the financial statements for the quarter ended September 30, 2004 have also been
restated to reflect an additional $4.2 million impairment charge. See Note 9 for
a further discussion of this impairment.

      The Quarter  Restatement is given full effect in the financial  statements
included  herein and the  financial  statements  to be included in the Company's
Quarterly  Reports  on Form 10-Q for the  quarters  ending  March  31,  2005 and
September 30, 2005. The following table presents the  restatements for the three
months and the six  months  ended June 30,  2004 (see Note  8-Inventories-for  a
description  of the hedge  accounting/inventory  and precious  metals  inventory
adjustments recorded in the table below, and Note 9-Discontinued  Operations-for
a description of the correction to long-lived asset impairments):


                                       10


                         (in thousands except per share)

                                                                                                                      Basic
                                                                                                                  Income (Loss)
                                                                                  Operating           Net           Per Share
                                                          Net         Gross        Income           Income        Applicable to
                                                         Sales        Profit       (Loss)           (Loss)        Common Shares
                                                      ---------     ---------     ---------       ---------       -------------
2004:
  2nd Quarter
          As reported                                 $ 107,840     $  20,329     $    (488)      $    (954)       $   (1.07)
          Restatement Adjustments
              Long - lived asset impairment                                           5,060           5,060
              Hedge accounting/inventory (a)                                                          3,666
              Precious Metals inventory                                (2,902)       (2,902)         (2,902)
              Executive life insurance (b)                                              (36)            (36)
              Tax Matters                                                                              (375)
                                                      ---------     ---------     ---------       ---------
          As restated                                   107,840        17,427         1,634           4,459
          Discontinued operations                        (9,370)          484         5,591              --
                                                      ---------     ---------     ---------       ---------
          As presented                                   98,470        17,911         7,225           4,459            (0.07)

Six Months ended June 30, 2004
          As reported                                   205,334        38,360         3,654          (2,939)           (2.33)
          Restatement Adjustments
              Long - lived asset impairment                  --            --         5,060           5,060
              Hedge accounting/inventory (a)                 --            --            --           3,076
              Precious Metals inventory                      --        (2,657)       (2,657)         (2,657)
              Executive life insurance (b)                   --            --           (72)            (72)
              Tax Matters                                    --            --            --            (405)
                                                      ---------     ---------     ---------       ---------
          As restated                                   205,334        35,703         5,985           2,063
          Discontinued operations                       (19,125)          192         6,367              --
                                                      ---------     ---------     ---------       ---------
          As presented                                $ 186,209     $  35,895     $  12,352       $   2,063        $   (1.41)

(a)   Hedge accounting/inventory adjustment was recorded within the Other income
      (loss) line on the Statement of Operations.
(b)   Executive  life  insurance  adjustment  was  recorded  within the  Selling
      general & administrative expense line on the Statement of Operations.

      The above restatements  increase cash used by operating activities by $2.5
million on the Condensed Consolidated Statement of Cash Flows for the six months
ended June 30, 2004,  from $32.5  million to $35.0  million,  and increase  cash
flows from investing  activities by the same amount, from $22.0 million to $24.5
million,  to reflect the correction  related to the accounting for the Company's
precious metal futures and forwards contracts. The remaining corrections are all
within operating activities on the Statement of Cash Flows.

NOTE 6 - EARNINGS/LOSS PER SHARE

      The  computation  of basic earnings or loss per common share is based upon
the  weighted  average  number of shares of Common  Stock  outstanding.  Diluted
earnings per share gives effect to dilutive  potential common shares outstanding
during the period.

      Outstanding stock options for common stock granted to officers, directors,
and key employees totaled 1.3 million and 1.4 million at June 30, 2005 and 2004,
respectively. In the computation of diluted loss per common share in the six and
three-month  periods ended June 30, 2005 and 2004,  the  conversion of preferred
stock,  the exercise of options to purchase  common stock,  and the inclusion of
non-vested  restricted stock awards would have had an anti-dilutive  effect.  At
June 30, 2005 and 2004, the assumed conversion of preferred stock would increase
outstanding  shares of common stock by 5,127,914  shares.  At June 30, 2005, the
exercise of stock options would increase  outstanding  shares of common stock by
47,308  shares.  At June 30, 2004 and June 30,  2005,  there were 26,667 and -0-
shares,  respectively,  of non-vested  common stock  associated  with restricted
stock awards. A reconciliation  of the income and shares used in the computation
follows:


                                       11


RECONCILIATION OF INCOME/(LOSS) AND SHARES IN EPS CALCULATION

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

                                                         For the Three Months Ended June 30, 2005

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

Net loss                                              $ (3,925)
Less: Preferred stock dividends                             --
                                                      --------

BASIC AND DILUTED EPS
Loss applicable to common stockholders                $ (3,925)             5,466            $ (0.72)
                                                      ========           ========            =======

                                                        For the Three Months Ended June 30, 2004
                                                                     (as Restated)

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

Net income                                            $  4,459
Less: Preferred stock dividends                          4,856
                                                      --------
BASIC AND DILUTED EPS
Loss applicable to common stockholders                $   (397)             5,426            $ (0.07)
                                                      ========           ========            =======

                                                         For the Six Months Ended June 30, 2005

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

Net loss                                              $(10,421)
Less: Preferred stock dividends                          3,561
                                                      --------

BASIC AND DILUTED EPS
Loss applicable to common stockholders                $(13,982)             5,463            $ (2.56)
                                                      ========           ========            =======

                                                        For the Six Months Ended June 30, 2004
                                                                     (as Restated)

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

Net income                                            $  2,063
Less: Preferred stock dividends                          9,712
                                                      --------

BASIC AND DILUTED EPS
Loss applicable to common stockholders                $ (7,649)             5,426            $ (1.41)
                                                      ========           ========            =======

STOCK BASED COMPENSATION

      The  effect  on net  loss  and  loss  per  share  if WHX had  applied  the
fair-value recognition provisions of Statement of Financial Accounting Standards
("SFAS") No. 123,  "Accounting  for  Stock-Based  Compensation",  to stock-based
compensation  for the three and six months  ended June 30, 2005 and 2004 was not
material.

PREFERRED STOCK DIVIDENDS

      At  June  30,  2005,  dividends  in  arrears  to  Series  A and  Series  B
Convertible  Preferred  Shareholders  were  $37.1  million  and  $49.0  million,
respectively.  As previously  described,  upon  emergence from  bankruptcy,  all
shares of  preferred  stock and  accrued  dividends  were deemed  cancelled  and
annulled.


                                       12


NOTE 7 - COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) for the three and six-months ended June 30, 2005 and
2004 is as follows:

(in thousands)                                     Three Months Ended             Six Months Ended
                                                         June 30,                      June 30,
                                                    2005           2004           2005           2004
                                                 --------       --------       --------       --------
                                                              (as Restated)                 (as Restated)

Net income (loss)                                $ (3,925)      $  4,459       $(10,421)      $  2,063

Other comprehensive loss:
   Foreign currency translation adjustments          (733)           (95)        (1,167)          (239)
                                                 --------       --------       --------       --------

Comprehensive income (loss)                      $ (4,658)      $  4,364       $(11,588)      $  1,824
                                                 ========       ========       ========       ========

Accumulated other  comprehensive  income (loss) balances as of June 30, 2005 and
December 31, 2004 were comprised as follows:

(in thousands)

                                                     June 30,       December 31,
                                                       2005             2004
                                                     --------       ------------

Minimum pension liability adjustment                 $(39,980)        $(39,980)

Foreign currency translation adjustment                 2,202            3,369
                                                     --------         --------

                                                     $(37,778)        $(36,611)
                                                     ========         ========

NOTE 8 - INVENTORIES

      Inventories  at June 30,  2005 and  December  31,  2004 are  comprised  as
follows:

(in thousands)                                                          June 30,     December 31,
                                                                          2005           2004
                                                                        --------     ------------

Finished products                                                       $ 16,059       $ 16,366
In-process                                                                 8,500          6,199
Raw materials                                                             17,758         18,931
Fine and fabricated precious metal in various stages of completion        18,725         17,093
                                                                        --------       --------
                                                                          61,042         58,589
LIFO reserve                                                                (598)          (285)
                                                                        --------       --------
                                                                        $ 60,444       $ 58,304
                                                                        ========       ========


                                       13


      In order to  produce  certain  of its  products,  the  Company  purchases,
maintains and utilizes precious metals inventory. The Company maintains policies
consistent with economically hedging its precious metals inventory against price
fluctuations.  Hedge  accounting  under  SFAS 133,  "Accounting  for  Derivative
Instruments and Hedging Activities",  requires contemporaneous  documentation at
the inception of the applicable hedging  relationship,  including the method for
assessing the hedging instrument's effectiveness as well as the method that will
be  used to  measure  hedge  ineffectiveness.  The  Company  did  not  meet  the
documentation  criteria  necessary to apply hedge accounting.  Accordingly,  the
Company has restated its financial  statements to mark to market the  derivative
instruments  related to precious  metals.  Such mark to market  adjustments  are
recorded in current period  earnings as other income or expense in the Company's
consolidated  statement of  operations  The quarter and six month  periods ended
June 30, 2005  include  losses of $0.1 million and $0.5  million,  respectively,
relating to these adjustments.  The quarter and six month periods ended June 30,
2004 included gains of $3.7 million and $3.1 million, respectively. In addition,
the Company has restated its financial  statements to record its precious  metal
inventory at LIFO cost,  subject to lower of cost or market with any adjustments
recorded  through cost of goods sold.  Operating  income for the quarter and six
month periods  ended June 30, 2005 both include a non-cash  reduction to cost of
goods sold of $0.1 million resulting from the lower of cost or market adjustment
to precious metal  inventories.  Such  adjustments for the quarter and six month
periods  ended June 30, 2004 were  charges to cost of goods sold of $2.9 million
and $2.7 million, respectively. The market value of the precious metal inventory
exceeded  LIFO value cost by $0.6  million and $0.3 million at June 30, 2005 and
December 31, 2004, respectively.

      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.

The following  table  summarizes  customer-owned  and H&H owned  precious  metal
quantities:

                                             June 30, 2005     December 31, 2004
                                             -------------     -----------------
   Silver ounces:
     Customer metal                               94,150             124,000
     H&H owned metal                           1,369,313           1,347,900
                                               ---------           ---------
           Total                               1,463,463           1,471,900
                                               =========           =========

   Gold ounces:
     Customer metal                                  217               1,347
     H&H owned metal                              17,786              14,617
                                               ---------           ---------
           Total                                  18,003              15,964
                                               =========           =========

   Palladium ounces:
                                               -----------------------------
     Customer metal                                1,248               1,296
                                               =============================

Market value per ounce:
      Silver                                   $   7.065           $   6.845
      Gold                                     $  437.10           $  435.60
      Palladium                                $  183.00           $  184.00

NOTE 9 - DISCONTINUED OPERATIONS

      In 2004, the Company evaluated the current operating plans and current and
forecasted  operating  results of its wire & cable business.  In accordance with
SFAS No. 144,  "Accounting for Impairment or Disposal of Long-Lived Assets", the
Company  determined that there were indicators of impairment as of June 30, 2004
based on  continued  operating  losses,  deteriorating  margins,  and rising raw
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
$3.9 million in the second quarter. In November 2004, the Company announced that
it had signed a non-binding  letter of intent to sell its wire business and that
it was negotiating  the sale of its steel cable  business.  The decision to sell
was based on continued  operating losses,  deteriorating  margins and rising raw
material costs experienced by these  businesses.  Based on the proposed terms of
these  transactions,  the Company recorded an additional asset impairment charge
of $4.3  million.  At that time the  Company  stated  that if it were  unable to
complete  these  sales it would  consider  the closure of these  operations.  On
January 13, 2005, the Company  determined that a sale of these  operations could
not be completed on terms satisfactory to the Company.  Accordingly, the Company
decided to permanently close the wire & cable businesses.


                                       14


      The decision to close these  operations  resulted in a fourth quarter 2004
restructuring  charge of $1.2 million for termination benefits and related costs
for  146  union  employees.  These  termination  benefits  were  paid  in  2005.
Additionally,  $0.4 million was recorded as a restructuring  charge for clean up
costs related to the Cockeysville, Maryland facility. The Company operated these
facilities  on a limited  basis in the first quarter of 2005 in order to fulfill
customer  commitments.  Operating  losses and  closure  costs  incurred  in 2005
amounted  to $4.2  million  including a $0.7  million  gain on the sale of fixed
assets and $0.9 million in  termination  benefits.  Accordingly,  the  estimated
total cost including  termination  benefits,  operating losses  (excluding fixed
asset gains) and closure costs was approximately $6.5 million.  These costs were
funded from  realization of working  capital and proceeds from the sale of fixed
assets of these businesses. In the second quarter of 2005, all operations of the
wire & cable business concluded.  Accordingly,  these businesses are reported as
discontinued  operations in the accompanying financial statements.  In 2006, the
Company sold land,  buildings,  and certain machinery and equipment  relating to
these  businesses  for  $7.3  million  and  recognized  a gain  on  these  sales
(principally the land and buildings) of $4.5 million.

      Operating results of discontinued operations were as follows:

                                          Three Months Ended June 30,    Six Months Ended June 30,
(in thousands)                                2005           2004           2005           2004
                                            --------       --------       --------       --------
                                                         (as Restated)                 (as Restated)
Net Sales                                   $    742       $  9,370       $ 10,672       $ 19,125
Asset impairment charge                           --          3,940             --          3,940
Gain on sale of fixed assets                      --             --            681             --
Operating loss                                (1,522)        (5,591)        (3,416)        (6,366)
Interest/other expense                            31             29             68             67
Income taxes                                      --             --             --             --
Loss from discontinued operations, net        (1,553)        (5,620)        (3,484)        (6,433)


NOTE 10 - PENSIONS, OTHER POSTRETIREMENT AND POST-EMPLOYMENT BENEFITS

      The following  table presents the components of net periodic  pension cost
(credit)  for the WHX Pension  Plan for the three and six months  ended June 30,
2005 and 2004:

(in thousands)                             Three Months Ended             Six Months Ended
                                               June 30,                       June 30,
                                          2005           2004           2005           2004
                                        -----------------------       -----------------------

Service cost                            $    326       $    114       $    622       $    489
Interest cost                              4,131          6,363         11,503         12,163
Expected return on plan assets            (5,417)        (7,098)       (13,886)       (13,973)
Amortization of prior service cost            51             18             77             43
Recognized actuarial (gain)/loss             634             --            634             --
                                        -----------------------       -----------------------
                                        $   (275)      $   (603)      $ (1,050)      $ (1,278)
                                        =======================       =======================


                                       15


      A  curtailment  loss  related  to the  shutdown  of  the  wire  and  cable
operations  of $0.2  million is not included  above.  This  curtailment  loss is
included in the net loss from  discontinued  operations in the second quarter of
2005. In order to properly record the effect of the  curtailment  under SFAS 88,
the Company  remeasured its pension  liability as of the date of the curtailment
and as a result,  reduced its year-to date pension  credit by $0.5 million as of
June 30, 2005.

      The Company maintains several other retirement and postretirement  benefit
plans covering  substantially  all of its employees.  The approximate  aggregate
expense for these plans is $0.5 million and $0.5 million (as  restated)  for the
three  months ended June 30, 2005 and 2004,  respectively,  and $1.2 million and
$1.0  million  (as  restated)  for the six months  ended June 30, 2005 and 2004,
respectively.

NOTE 11 - DEBT

Debt consists of the following:

(in thousands)                                         June 30,     December 31,
                                                         2005           2004
                                                       --------     ------------

WHX Senior Notes due 2005, 10 1/2% (A)                 $ 92,820       $ 92,820
H&H Credit Facility - Term Loan A                        17,635         19,301
H&H Term Loan - Term Loan B                              70,627         71,000
Other H&H debt                                            5,536          6,535
                                                       --------       --------
                                                        186,618        189,656
Less portion due within one year                         88,713        183,629
Less Senior Notes classified as a component of
  Liabilities Subject to Compromise (A)                  92,820             --
                                                       --------       --------
Total long-term debt                                   $  5,085       $  6,027
                                                       ========       ========

(A)   This  obligation is classified  as a component of  Liabilities  Subject to
      Compromise at June 30, 2005.

      The  Bankruptcy  Filing  created an event of default  under the  Indenture
governing  WHX's 10 1/2% Senior Notes (the  "Senior  Notes") due April 15, 2005.
Under the terms of the Senior Notes, as a result of the Bankruptcy  Filing,  the
entire unpaid principal and accrued interest (and any other additional  amounts)
became immediately due and payable without any action on the part of the trustee
or the note holders.  The principal amount outstanding under the Senior Notes at
March 7, 2005 was approximately $92.8 million. Accrued interest to March 7, 2005
was approximately $3.8 million.

      With the  exception  of Other H&H debt,  all debt has been  classified  as
current due to noncompliance with certain debt covenants.

NOTE 12 - REPORTABLE SEGMENTS

      The  Company has three  reportable  segments:  (1)  Precious  Metal.  This
segment manufactures and sells precious metal brazing products and electroplated
material, containing silver, gold, and palladium in combination with base metals
for use in a wide variety of industrial  applications;  (2) Tubing. This segment
manufactures  and sells metal tubing  products and  fabrications  primarily from
stainless steel, carbon steel and specialty alloys, for use in a wide variety of
industrial applications; and (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  electrogalvanized
products used in the construction and appliance industries.

      Management  reviews gross profit and 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.


                                       16


      The following table presents information about reportable segments for the
three and six-month periods ending June 30, 2005 and 2004:

                                                             Three Months Ended              Six Months Ended
                                                                  June 30,                       June 30,
(in thousands)                                              2005            2004            2005            2004
                                                         ---------       ---------       ---------       ---------
                                                                       (as Restated)                   (as Restated)
Net Sales

   Precious Metal                                        $  29,700       $  27,956       $  59,586       $  56,578
   Tubing                                                   28,538          26,298          56,987          51,105
   Engineered Materials                                     47,318          44,216          84,912          78,526
                                                         ---------       ---------       ---------       ---------
           Net sales                                     $ 105,556       $  98,470       $ 201,485       $ 186,209
                                                         =========       =========       =========       =========

Segment operating income (loss)
   Precious Metal                                        $     862       $  (1,734)      $   1,425       $     928
   Tubing                                                      782           1,765           1,683           2,405
   Engineered Materials                                      4,786           5,913           7,243           9,019
                                                         ---------       ---------       ---------       ---------
                                                             6,430           5,944          10,351          12,352
                                                         ---------       ---------       ---------       ---------

Unallocated corporate expenses                               1,335             426           2,212           1,665
Gain on disposal of fixed assets                                 5           1,707              --           1,665
                                                         ---------       ---------       ---------       ---------

    Income from operations                                   5,100           7,225           8,139          12,352

Interest expense                                             3,807           6,078           9,266          10,750
Gain (loss) on early retirement of debt                         --              --              --          (1,161)
Chapter 11 and related reorganization expenses               3,123              --           4,624              --
Other income (loss)                                            (52)          9,682            (323)          9,347
                                                         ---------       ---------       ---------       ---------

Income (loss) from continuing operations before tax         (1,882)         10,829          (6,074)          9,788

Tax provision                                                  490             750             863           1,292
                                                         ---------       ---------       ---------       ---------

Income (loss) from continuing operations, net               (2,372)         10,079          (6,937)          8,496
Loss from discontinued operations, net                      (1,553)         (5,620)         (3,484)         (6,433)
                                                         ---------       ---------       ---------       ---------

          Net income (loss)                              $  (3,925)      $   4,459       $ (10,421)      $   2,063
                                                         =========       =========       =========       =========

      As described in Note 9-Discontinued  Operations,  the Company discontinued
its operation of the wire and cable  business  during the quarter ended June 30,
2005. The wire and cable  business had been reported  within the Wire and Tubing
reportable segment (now the Tubing reportable segment).

PART I

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

      WHX is a holding  company that  invests in and manages 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, tubing, and engineered materials.

VOLUNTARY PETITION UNDER CHAPTER 11 OF U.S. BANKRUPTCY CODE

      On March 7, 2005, the parent company ("WHX"),  filed a voluntary  petition
to  reorganize  under  Chapter  11 of the United  States  Bankruptcy  Code.  WHX
continued  to operate  its  businesses  and own and manage its  properties  as a
debtor-in-possession  under the  jurisdiction  of the bankruptcy  court until it
emerged from  protection  under  Chapter 11 of the  Bankruptcy  Code on July 29,
2005.  WHX's  Bankruptcy  Filing was  primarily  intended to reduce  WHX's debt,
simplify its capital  structure,  reduce its overall cost of capital and provide
it with better access to capital markets.


                                       17


RESULTS OF OPERATIONS

COMPARISON OF THE SECOND QUARTER OF 2005 WITH THE SECOND QUARTER OF 2004

      Net sales for the second  quarter of 2005 increased $7.1 million to $105.6
million,  compared  to $98.5  million  in the  second  quarter  of  2004.  Sales
increased  by $1.8 million in the Precious  Metal  Segment,  $2.2 million in the
Tubing Segment and $3.1 million in the Engineered Materials Segment.

      Gross profit  percentage  increased in the second quarter of 2005 to 19.5%
from 18.2% in the  second  quarter  of 2004,  principally  because in the second
quarter of 2004,  low market  prices for precious  metals  caused the Company to
record a charge to gross profit of $2.9 million to reflect  inventory  valued at
the lower of cost or market.

      Selling,  general and  administrative  expenses  increased $3.1 million to
$15.5 million in the second quarter of 2005 from $12.4 million in the comparable
2004  period.  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. The 2005
period  includes $0.6 million of expenses  related to Protechno,  a wholly owned
subsidiary  that was acquired in the fourth  quarter of 2004.  Pension credit in
2005 is $0.3 million lower than in the comparable 2004 period.

      Gain on disposal of fixed  assets for the second  quarter of 2004 was $1.7
million,  and resulted from the sale of an aircraft.  There were no  significant
sales of fixed assets in the second quarter of 2005.

      Operating  income for the second quarter of 2005 was $5.1 million compared
to $7.2 million for the second quarter of 2004. The decrease in operating income
in 2005 was driven by two non-recurring favorable items that occurred in the 2nd
quarter of 2004;  specifically,  the  reversal of a $1.3  million  reserve for a
legal  proceeding  that was settled in the  Company's  favor and the gain on the
sale of fixed assets  recorded in 2004.  Operating  income at the segment  level
rose to $6.4  million in 2005,  from $5.9  million  in 2004.  The  increase  was
primarily  related  to  increased  sales  volume  at our  fastener  and  certain
stainless steel tubing units and increased gross margin percentage.

      Interest  expense for the second quarter of 2005 decreased $2.3 million to
$3.8 million from $6.1 million in the second quarter of 2004. As a result of the
Bankruptcy  filing, the Company no longer accrued interest on its 10 1/2% Senior
Notes after the filing date of March 7, 2005. This resulted in reduced  interest
expense of  approximately  $2.4  million in the 2nd quarter of 2005  compared to
2004.  This  decrease in  interest  expense was  partially  offset by  increased
interest rates on increased borrowings at H&H.

      Chapter 11 and related reorganization expenses are presented separately in
the Condensed  Consolidated Statement of Operations in accordance with SOP 90-7,
and  represent  expenses  incurred  by WHX because of its  reorganization  under
Chapter 11 of the U.S.  Bankruptcy Code.  Chapter 11 and related  reorganization
expenses  of $3.1  million  incurred in the second  quarter of 2005  principally
consisted  of  professional  fees for  services  provided by debtor and creditor
professionals directly related to WHX's reorganization proceedings.

      Other income  (loss) was a loss of $0.1  million in the second  quarter of
2005 compared to income of $9.7 million in the second  quarter of 2004. In 2003,
the   Company   received   a   $10.0   million    subordinated   note   from   ,
Wheeling-Pittsburgh  Steel  Corporation  ("WPSC"),  a former  subsidiary of WHX,
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.  The balance of the
decrease  in  income  in  2005  relates   principally   to  $3.8  million  lower
derivative-related gains on precious metal forward contracts than in 2004.

      In the second  quarter of 2005 and 2004,  a tax  provision of $0.5 million
and $0.8 million,  respectively,  was recorded for foreign and state taxes.  The
Company has recorded a valuation allowance related to the tax benefit of current
period  operating  losses due to the  uncertainty of realizing these benefits in
the future.

      The loss  from  discontinued  operations  relates  to the  Wire and  Cable
business,  which  concluded  operations  in the  second  quarter  of  2005.  For
comparative  purposes,  2004 has been presented with this business accounted for
as a discontinued operation. The higher loss in 2004 was primarily the result of
a $3.9 million charge  recorded for the impairment of long-lived  assets of this
business.

      The comments that follow compare  revenues and operating income by segment
for the second quarter 2005 and 2004:

PRECIOUS METAL

      Sales for the Precious  Metal  Segment  increased  $1.8 million from $27.9
million in 2004 to $29.7  million in 2005.  This increase in sales was primarily
due to the  acquisition of Protechno in the fourth quarter of 2004 and increased
precious  metal prices.  Protechno's  sales in the 2nd quarter of 2005 were $1.5
million.  Partially  offsetting  this  increase were lower sales at the precious
metal plating units due to decreased  volume to its automotive  and  electronics
customers combined with lower selling prices to its automotive customers.


                                       18


      Operating  income  increased  $2.6 million to $0.9 million in 2005 from an
operating  loss of $1.7 million in 2004.  This  increase is primarily  due to an
increase in gross  profit  percentage.  Gross  profit  margin rose due to higher
market  prices for precious  metals in 2005 than in the second  quarter of 2004,
when the Company recorded a charge to gross margin of $2.9 million to adjust its
inventory value to the lower of cost or market.

TUBING

      Sales for the Tubing Segment  increased $2.2 million from $26.3 million in
2004 to $28.5  million in 2005.  This  increase is  primarily  related to market
share gains and  stronger  demand in  petrochemical,  military  and aircraft and
medical  markets as they relate to certain of the Company's  tubing  businesses.
Increased prices at the  refrigeration  units due to increased steel prices were
partially offset by reduced volume.

      Operating  income  decreased  by $1.0 million from $1.8 million in 2004 to
$0.8  million in 2005.  This  decrease in operating  income is primarily  due to
increased  steel  prices at the  refrigeration  units,  partially  offset by the
increased sales noted above.

ENGINEERED MATERIALS

      Sales for the  Engineered  Materials  Segment  increased $3.1 million from
$44.2  million  in 2004 to  $47.3  million  in 2005  primarily  due to  stronger
commercial  roofing and home center markets,  market share gains,  and increased
sales prices.  These  increases were  partially  offset by reduced volume at our
electrogalvanizing facility.

      Operating  income  decreased  by $1.1 million from $5.9 million in 2004 to
$4.8 million in 2005. This decrease in operating  income is primarily due to the
decreased volume and increased steel costs at our electro-galvanizing  facility,
partially  offset  by  increased  operating  income  resulting  from  the  sales
increases mentioned above.

UNALLOCATED CORPORATE EXPENSES

      Unallocated corporate expenses increased from $0.4 million in 2004 to $1.3
million in 2005. This increase is principally  related to the reversal of a $1.3
million reserve for a legal proceeding recorded in the 2004 period.

COMPARISON OF THE FIRST SIX MONTHS OF 2005 WITH THE FIRST SIX MONTHS OF 2004

      Net sales for the first six  months of 2005  increased  $15.3  million  to
$201.5  million,  compared  to $186.2  million  in the first six months of 2004.
Sales  increased by $3.0 million in the Precious Metal Segment,  by $5.9 million
in the Tubing Segment, and by $6.4 million in the Engineered Materials Segment.

      Gross profit  percentage was 19.3% in both  six-month  periods of 2005 and
2004. The impact of higher raw material costs, which reduced gross profit in the
first quarter of 2005 compared to 2004, was offset in the second quarter,  which
improved  over 2004.  In the  second  quarter  of 2004,  low  market  prices for
precious metals caused the Company to record a charge to gross profit to reflect
inventory valued at the lower of cost or market.

      Selling,  general and  administrative  expenses  increased $5.5 million to
$30.7  million  in the  first  six  months of 2005  from  $25.2  million  in the
comparable  2004  period.  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 selling,  general and administrative  expenses in the 2005 period is
$1.2  million of costs  related to  Protechno  which was  acquired in the fourth
quarter of 2004.  Pension  credit in 2005 is $0.2  lower than in the  comparable
2004  period,  and payroll and related  costs rose in 2005,  in some  functions,
related to higher sales levels.


                                       19


      Gain on disposal of fixed assets for the first six months of 2004 was $1.7
million,  and  principally  resulted from the sale of two aircraft;  one in each
quarter during the period.  There were no  significant  sales of fixed assets in
the first six months of 2005.

      Operating  income  for the  first  six  months  of 2005 was  $8.1  million
compared to $12.4  million in 2004.  $3.0  million of the  decrease in operating
income in 2005 was driven by two non-recurring  favorable items that occurred in
the first six months of,  2004;  specifically,  the  reversal of a $1.3  million
reserve for a legal  proceeding  that was settled in the Company's favor and the
gain on the sale of fixed  assets  recorded  in 2004.  Operating  income  at the
segment  level in 2005 was $10.4  million  compared to $12.4 million in 2004 The
principal  reason for the decrease in operating  income at the segment  level is
the  increase in selling,  general and  administrative  expenses.  Other  trends
affecting operating income are increased steel costs at the refrigeration tubing
units and certain engineered materials units, as well as decreased volume at the
precious  metal plating  units,  partially  offset by increased  sales volume at
certain stainless steel tubing units.

      Interest  expense for the first six months of 2005  decreased $1.5 million
to $9.3 million from $10.8 million for the first six months of 2004. As a result
of the Bankruptcy  filing, the Company no longer accrued interest on its 10 1/2%
Senior  Notes after the filing date of March 7, 2005.  This  resulted in reduced
interest expense of approximately $3.2 million for the 6 month period ended June
30, 2005  compared to the  comparable  2004  period.  This  decrease in interest
expense was partially offset by increased interest rates on increased borrowings
at H&H.

      Loss on early  retirement  of debt of $1.2  million in 2004 relates to the
write-off  of  deferred  financing  fees  from  the  Company's  previous  credit
facility, which was refinanced on March 31, 2004.

      Chapter 11 and related reorganization expenses are presented separately in
the  consolidated  statement of  operations  in  accordance  with SOP 90-7,  and
represent expenses incurred by WHX because of its  reorganization  under Chapter
11 of the U.S. Bankruptcy Code. Such expenses ($4.6 million) principally consist
of professional fees for services provided by debtor and creditor  professionals
directly related to WHX's reorganization proceedings.

      Other income  (loss) was a loss of $0.3 million in the first six months of
2005  compared to income of $9.3 million in the  comparable  period of 2004.  In
2003,   the   Company   received  a  $10.0   million   subordinated   note  from
Wheeling-Pittsburgh  Steel  Corporation  ("WPSC"),  a former  subsidiary of WHX,
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.  The balance of the
decrease  in  income  in  2005   principally   relates  to  $3.5  million  lower
derivative-related gains on precious metal forward contracts than in 2004.

      In the first six months of 2005 and 2004,  tax  provisions of $0.9 million
and $1.3 million,  respectively,  were recorded for foreign and state taxes. The
Company has recorded a valuation allowance related to the tax benefit associated
with the current  period  operating  losses due to the  uncertainty of realizing
these benefits in the future.

      The loss  from  discontinued  operations  related  to the  Wire and  Cable
business,  which  concluded  operations  in the  second  quarter  of  2005.  For
comparative  purposes,  2004 has been presented with this business accounted for
as a discontinued operation. The higher loss in 2004 was primarily the result of
a $3.9 million charge  recorded for the impairment of long-lived  assets of this
business.

      The  comments  that follow  compare  revenues  and  operating  income from
continuing  operations by segment for the six-month  periods ended June 30, 2005
and 2004:

PRECIOUS METAL

      Sales for the Precious  Metal  Segment  increased  $3.0 million from $56.6
million in 2004 to $59.6  million in 2005.  This  increase in sales is primarily
due to the  acquisition of Protechno in the fourth quarter of 2004 and increased
precious  metal prices.  Protechno's  sales in the first six months of 2005 were
$3.1  million.  In  addition  to  incremental  sales  from  the  acquisition  of
Protechno,  sales rose at the Company's other precious metal fabrication  units,
offset by lower  sales at the  precious  metal  plating  units due to  decreased
volume to its automotive and electronics  customers  combined with lower selling
prices to its automotive customers.

      Operating  income increased $0.5 million from $0.9 million in 2004 to $1.4
million in 2005. This increase resulted from the higher sales, but the principal
cause was an increase in gross profit  percentage.  Gross profit margin rose due
to higher market prices for precious  metals in 2005 than in the second  quarter
of 2004, when the Company recorded a charge to gross margin to reflect inventory
valued at the lower of cost or market.


                                       20


TUBING

      Sales for the Tubing Segment  increased $5.9 million from $51.1 million in
2004 to $57.0  million in 2005.  This  increase is related to market share gains
and stronger demand in petrochemical,  military, aircraft and medical markets at
the  Company's  stainless  tubing  businesses  and to higher  selling  prices to
domestic  appliance  manufacturers.  The increased  selling prices were directly
related to higher  raw  material  (steel)  costs.  These  sales  increases  were
partially offset by lower sales volumes in our European appliance markets.

      Operating  income  decreased  by $0.7 million from $2.4 million in 2004 to
$1.7  million in 2005.  This  decrease in operating  income is primarily  due to
increased steel prices at our appliance related units and lower sales volumes in
our European  appliance  markets,  partially  offset by the increased  sales and
profitability in the stainless tubing businesses.

ENGINEERED MATERIALS

      Sales for the  Engineered  Materials  Segment  increased $6.4 million from
$78.5 in 2004 to $84.9 million in 2005  primarily  due to a stronger  commercial
construction  market,  market share  gains,  and  increased  sales prices at our
fastener  facility.  These increases were partially  offset by reduced volume at
our electrogalvanizing facility.

      Operating  income decreased $1.8 million from $9.0 million in 2004 to $7.2
million in 2005.  This  decrease in  operating  income is  primarily  due to the
decreased volume and increased steel costs at our  electrogalvanizing  facility,
higher  payroll costs,  partially  offset by increased  operating  income at our
fastener facility.

UNALLOCATED CORPORATE EXPENSES

      Unallocated corporate expenses increased $0.5 million from $1.7 million in
2004 to $2.2 million in 2005. This increase is primarily related to the reversal
of a $1.3  million  reserve for a legal  proceeding  in 2004,  as well as a $0.2
million lower pension  credit in 2005.  The 2004 first half includes $0.6 of net
operating expenses related to an aircraft that was sold in the second quarter of
2004.

FINANCIAL POSITION

      As of June 30, 2005,  the Company's  current assets totaled $150.0 million
and its current liabilities totaled $238.8 million; a working capital deficit of
$88.8 million. With the exception of $5.1million of Other H&H debt, all debt has
been  reclassified  as either  current due to  noncompliance  with  certain debt
covenants, or as a non-current liability subject to compromise.  The improvement
in  the  working   capital  deficit  from  December  31,  2004  is  due  to  the
reclassification of the 10 1/2% Senior Notes of approximately $92.8 million from
current  portion of  long-term  debt  (classified  as such due to debt  covenant
violations) to a non-current liability subject to compromise.

      Net cash used by  operating  activities  for the six months ended June 30,
2005 totaled $8.9 million.  Income from operations  adjusted for non-cash income
and expense items used $0.6 million of cash. Working capital accounts used $19.4
million of cash, as follows: Accounts receivable used $14.2 million, inventories
used $2.3 million, and net other current items used $2.9 million.  This compared
to $35.0  million used by operating  activities in the six months ended June 30,
2004,   which  was  driven  by  large  increases  in  inventories  and  accounts
receivable.

      Inventories  totaled  $60.4 million at June 30, 2005 and used $2.3 million
of cash flow in the six months ended June 30, 2005. In the comparable  period of
2004, inventory increased substantially, resulting in a large use of cash ($16.3
million).  The  increase  in  inventory  in 2004 was  primarily  related  to the
termination  of the  Company's  precious  metal  consignment  facility  and  the
resulting purchase of precious metal inventory.  At December 31, 2003, 1,605,000
ounces of silver and 14,617  ounces of gold were  consigned 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  included in  inventory  amounted to $12.7  million at June 30,
2004. The remaining increase in inventory relates to higher sales levels than in
the prior year.


                                       21


      The use of funds due to accounts  receivable  in both the six months ended
June 30,  2005 and 2004  ($14.2  million and $20.4  million,  respectively)  was
caused by an increase in accounts  receivable  which  resulted from higher sales
levels for the second  quarter for that  respective  year compared to the fourth
quarter of the prior year. 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.

      Net other current assets and liabilities used $2.9 million of cash flow in
the six months ended June 30, 2005 and provided  $2.2 million in the  comparable
period in 2004.  The primary reason for the increase in cash used in 2005 is the
payment of $2.6 million of environmental remediation costs during the period.

      Other non-working capital items included in operating activities used $0.4
million in the first six months of 2005;  less than the $4.8 million used in the
comparable period of 2004. The decrease is principally  because of a significant
non-recurring  use of cash in  2004,  when,  in  connection  with  the H&H  debt
refinancing,  WHX deposited $5.0 million of cash with H&H's lender as collateral
for the H&H obligation.

      Discontinued  operations provided $11.5 million in the first six months of
2005 primarily due to the liquidation of the Wire and Cable business's inventory
and  accounts  receivable  as part of its  shutdown.  In the first six months of
2004,  however,  discontinued  operations  used $1.4  million due largely to the
operating losses of the Wire and Cable business.

      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 the second  quarter of 2004. The sale of this aircraft  provided  proceeds of
$7.0 million and resulted in a pre-tax gain of $1.7 million.

      In the six months ended June 30, 2005,  $10.4 million was spent on capital
improvements,  as compared to $4.2 million in the comparable period of 2004. The
increase was principally  related to a plant expansion in 2005 at H&H's fastener
facility in Agawam, MA.

      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.  Cash flows from financing
activities  on the  Company's  statement  of cash flows shows the effect of this
refinancing  in the six month period ended June 30, 2004.  In the same period of
2005, the Company's  financing  activities  provided $10.8 million,  principally
from increasing the balance  outstanding  under the Company's  revolving  credit
facility.

LIQUIDITY AND RECENT DEVELOPMENTS

      Throughout  2005 and 2006,  the  Company has been  experiencing  liquidity
issues,  which are more fully  described  in Notes 1a and 2 to the  consolidated
financial  statements  included  in the 2005  10-K and 2004  10-K,  which  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The Company incurred  consolidated  net losses of $34.7 million,  $140.4 million
and  $159.9  million  for the years  ended  December  31,  2005,  2004 and 2003,
respectively,  and had negative  cash flows from  operations of $5.0 million and
$39.6 million for the years ended December 31, 2005 and 2004,  respectively.  As
of December 31, 2005, the Company had an  accumulated  deficit of $394.0 million
and a working capital deficit of $122.1 million.  Additionally,  the Company has
not been in compliance with certain of its bank covenants.

      WHX is a  holding  company  and  has as  its  sole  source  of  cash  flow
distributions   from  its   operating   subsidiary,   H&H,  or  other   discrete
transactions.  H&H's bank credit  facilities  and term loans  effectively do not
permit it to transfer any cash or other assets to WHX and are  collateralized by
substantially  all of H&H's assets.  WHX has no bank credit facility of its own.
WHX's ongoing  operating cash flow  requirements  consist of funding the minimum
requirements for the WHX Pension Plan and paying other administrative costs.


                                       22


      Since  emerging from  bankruptcy,  due to covenant  restrictions  in H&H's
credit  facilities,  there  have  been no  dividends  from H&H to WHX and  WHX's
sources of cash flow have consisted of:

      o     the issuance of $5.1 million in preferred  stock by a newly  created
            subsidiary,  which was  invested  in the  equity  of a small  public
            company; and

      o     partial payment of the H&H subordinated debt to WHX of $9.0 million,
            which  required the approval of the banks  participating  in the H&H
            bank facility. Subsequent to this transaction in 2006, the remaining
            intercompany  loan balance of the subordinated debt of $44.2 million
            was converted to equity.

Since the filing of its 2005 10-K, the following events have occurred:

PENSION PLAN

      On December 20, 2006, the Internal  Revenue  Service granted a conditional
waiver  (the "IRS  waiver")  of the  minimum  funding  requirements  for the WHX
Pension  Plan for the 2005 plan year in  accordance  with section 412 (d) of the
Internal  Revenue  Code and section 303 of the  Employee  Retirement  Income and
Security Act of 1974, as amended ("ERISA"),  and on December 28, 2006, WHX, H&H,
and the PBGC entered into the PBGC  Settlement  Agreement in connection with the
IRS  waiver  and  certain  other  matters.  The IRS waiver is subject to certain
conditions,  including a requirement  that the Company meet the minimum  funding
requirements  for the WHX Pension  Plan for the plan years  ending  December 31,
2006 through 2010, without applying for a waiver of such requirements.  The PBGC
Settlement  Agreement  and related  agreements  include the  following:  (i) the
amortization of the waived amount of $15.5 million (the "Waiver  Amount") over a
period of five years, (ii) the PBGC's consent to increase borrowings under H&H's
senior  credit  facility to $125  million in  connection  with the closing of an
acquisition  described below, (iii) the resolution of any potential issues under
Section  4062(e) of ERISA,  in  connection  with the  cessation of operations at
certain  facilities  owned  by WHX,  H&H or  their  subsidiaries,  and  (iv) the
granting  to the  PBGC  of  subordinate  liens  on the  assets  of H&H  and  its
subsidiaries,  and specified assets of WHX, to collateralize WHX's obligation to
pay the Waiver  Amount to the WHX Pension Plan and to make  certain  payments to
the WHX Pension  Plan in the event of its  termination.  As a result of the PBGC
Settlement  Agreement and the IRS waiver, based on estimates from WHX's actuary,
the Company expects its minimum  funding  requirement for the specific plan year
and the  amortization of the 2005  requirement to be $13.1 million (paid in full
in 2006), $6.7 million,  $7.9 million,  and $18.3 million (which amounts reflect
the recent passage of the Pension  Protection Act of 2006) in 2006,  2007,  2008
and through 2011, respectively.

AMENDMENTS TO CREDIT AGREEMENTS

      On December 27, 2006,  Wachovia Bank,  National  Association  ("Wachovia")
provided  H&H with an  additional  $7.0  million  loan.  This was pursuant to an
amendment signed on October 30, 2006 which made the additional funds conditional
upon the filing of the Company's 2005 Annual Report on Form 10-K.

      On December 28, 2006, H&H and certain of H&H's subsidiaries  amended their
Loan and Security  Agreement with Wachovia and their Loan and Security Agreement
with Steel  Partners  II, L.P.  ("Steel")  to  provide,  in part,  for:  (i) the
consummation of the transactions  contemplated by the PBGC Settlement  Agreement
and the IRS waiver of possible events of default that may have occurred relating
to the matters covered by the PBGC Settlement Agreement;  and (ii) a $42 million
term loan funded by Ableco  Finance LLC. A portion of the loan ($26 million) was
used to fund an acquisition  by H&H, $3.2 million was paid as a contribution  to
the WHX  Pension  Plan,  and  approximately  $12 million of the loan was used to
reduce H&H's outstanding balance under its revolving credit facility.

ACQUISITION

      Pursuant to an Asset Purchase  Agreement (the "Asset Purchase  Agreement")
dated as of December 28, 2006, a subsidiary of H&H acquired a mechanical roofing
fastener  business  from  Illinois  Tool  Works  Inc.  The  purchase  price  was
approximately $26 million,  including a working capital  adjustment.  The assets
acquired included, among other things, machinery, equipment,  inventories of raw
materials,  work-in-process and finished products,  certain contracts,  accounts
receivable  and  intellectual  property  rights,  all as related to the acquired
business and as provided in the Asset Purchase Agreement. This acquired business
develops and manufactures fastening systems for the commercial roofing industry.
WHX believes this acquisition  solidifies its position as a leading manufacturer
and supplier of mechanical fasteners,  accessories and components,  and building
products for the commercial and  residential  construction  industry.  Funds for
payment  of  the  purchase   price  by  H&H  were   obtained   pursuant  to  the
aforementioned term loan.


                                       23


LIQUIDITY

      As of December 31, 2006,  WHX had cash of  approximately  $0.8 million and
current  liabilities of  approximately  $7.5 million,  including $5.1 million of
mandatorily  redeemable  preferred  shares  payable  to a related  party.  H&H's
availability  under its  revolving  credit  facility and other  facilities as of
December 31, 2006 was $19.1  million.  All such  facilities,  including the term
loans,  expire in March 2007. The Company has significant cash flow obligations,
including  without  limitation  the  amounts  due for the WHX  Pension  Plan (as
amended  by  the  PBGC  Settlement  Agreement  described  above).  Based  on the
Company's forecasted borrowings, the funds available under its credit facilities
may not be sufficient to fund debt service costs,  working  capital  demands and
environmental  remediation  costs.  WHX is  attempting to refinance the H&H bank
credit facilities and to restructure the Term B Loan, which is held by a related
party, and is contemplating other longer term financing options. As part of such
refinancing,  it is possible that additional  liquidity may be provided and that
the restriction on distributions from H&H to WHX may be modified. However, there
can be no  assurance  of this,  or that the Company  will be able to obtain such
replacement  financing at commercially  reasonable  terms upon the expiration of
its  credit  facilities  in March  2007.  Consequently,  there  continues  to be
substantial doubt about the Company's ability to continue as a going concern.

                                     *******

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Please see  "Quantitative  and Qualitative  Disclosures About Market Risk"
from the Company's  Annual  Report on Form 10-K for the year ended  December 31,
2004.

ITEM 4. CONTROLS AND PROCEDURES

      EVALUATION  OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  As required by Rule
13a-15(b) under the Securities Exchange Act of 1934, as amended,  (the "Exchange
Act")  we  conducted  an  evaluation   under  the   supervision   and  with  the
participation of our management,  including the Chief Executive  Officer and the
Chief Financial  Officer,  of the  effectiveness of our disclosure  controls and
procedures  as of the end of the period  covered by this  report.  Based on that
evaluation we identified certain material  weaknesses in our disclosure controls
and procedures  (discussed below), and the Chief Executive Officer and the Chief
Financial  Officer  concluded  that as of June 30, 2005 and 2004, our disclosure
controls and  procedures  were not  effective in ensuring  that all  information
required to be  disclosed  in reports  that we file or submit under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in the SEC rules and forms and that such  information  is  accumulated
and  communicated to our management,  including our Chief Executive  Officer and
Chief  Financial  Officer,  in a manner that allows timely  decisions  regarding
required disclosure.

      As more  fully  described  in  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations and in Note 1b to the Consolidated
Financial  Statements  included  in our 2004  Annual  Report on Form  10-K,  the
Company  determined it was necessary to restate its 2003,  2002 and prior years'
audited   consolidated   financial   statements,   and  its  unaudited   interim
consolidated financial statements for all quarters in 2004 and 2003.

      Notwithstanding the existence of the material weaknesses  discussed below,
the Company's management has concluded that the condensed consolidated financial
statements  included in this Form 10-Q fairly present, in all material respects,
the Company's financial  position,  results of operations and cash flows for the
interim and annual  periods  presented in  conformity  with  generally  accepted
accounting principles.


                                       24


      Although  we are not  currently  required  to  assess  and  report  on the
effectiveness  of our internal  control  over  financial  reporting  under Rules
13a-15 and 15d-15 of the Exchange  Act,  management  is required to evaluate the
effectiveness  of our disclosure  controls and procedures  under Rule 13a-15(b).
Because of its inherent limitations,  internal controls over disclosure controls
and procedures may not prevent or detect misstatements. Also, projections of any
evaluation of  effectiveness to future periods are subject to the risk that such
controls may become  inadequate  because of changes in  conditions,  or that the
degree  of  compliance  with  such   disclosure   controls  and  procedures  may
deteriorate.

      A material  weakness is a control  deficiency,  or  combination of control
deficiencies  that  results  in more than a remote  likelihood  that a  material
misstatement of the annual or interim financial statements will not be prevented
or detected.  As of June 30, 2005,  we have  concluded  that the Company did not
maintain  effective  disclosure  controls and  procedures  due to the  following
material weaknesses:

            (a) We did not  maintain a sufficient  number of  personnel  with an
            appropriate  level of  knowledge,  experience  and  training  in the
            application of generally accepted accounting principles commensurate
            with the Company's global financial  reporting  requirements and the
            complexity of our operations and transactions.

            (b)  We did  not  maintain  appropriately  designed  and  documented
            company-wide policies and procedures.

            (c) We did not maintain an effective  anti-fraud program designed to
            detect and prevent fraud, including (i) an effective  whistle-blower
            program,  and (ii) an  ongoing  program to manage  identified  fraud
            risks.

      These material weaknesses contributed to the material weaknesses discussed
in items 1 to 6 below and the resulting  restatement of our annual  consolidated
financial  statements  for  2003,  2002  and  prior  years,  restatement  of the
unaudited  consolidated quarterly financial statements for 2004 and 2003 as well
as  audit  adjustments  to the  2005  and  2004  annual  consolidated  financial
statements and the 2005 unaudited  consolidated  quarterly financial statements.
Additionally, these control deficiencies could result in a material misstatement
in any of the Company's  accounts or disclosures that would result in a material
misstatement  of the annual or interim  consolidated  financial  statements that
would not be  prevented or  detected.  As of June 30, 2005,  we did not maintain
effective controls over:

      (1) the accuracy,  valuation and disclosure of our goodwill and intangible
asset  accounts  and the  related  impairment  expense  accounts.  Specifically,
effective  controls  were not  designed  and in place to ensure that an adequate
periodic impairment analysis was conducted,  reviewed,  and approved in order to
identify and accurately record  impairments as required under generally accepted
accounting  principles.  This control deficiency  resulted in the restatement of
our  annual  consolidated  financial  statements  for  2003  and  2002,  and the
unaudited  quarterly  consolidated  financial  statements  for the quarter ended
September  30,  2003,  as well as audit  adjustments  to the  annual  and fourth
quarter of 2004 consolidated  financial statements.  Additionally,  this control
deficiency  could  result in a material  misstatement  of  goodwill,  intangible
assets and related  impairment  expense accounts that would result in a material
misstatement  of the annual or interim  consolidated  financial  statements that
would not be prevented or detected. Accordingly,  management has determined that
this control deficiency constitutes a material weakness.

      (2) the  accounting  for income  taxes,  including  the  completeness  and
accuracy of income taxes payable,  deferred  income tax assets,  liabilities and
related valuation allowances and the income tax provision.  Specifically, we did
not  appropriately  apply  generally  accepted  accounting   principles  in  the
estimation  of tax reserves and the  recording of valuation  allowances  against
deferred tax assets. Additionally, we did not have effective controls to monitor
the difference between the income tax basis and the financial reporting basis of
assets and  liabilities  and  reconcile the  difference  to deferred  income tax
assets and liabilities.  This control deficiency  resulted in the restatement of
the annual  consolidated  financial  statements for 2003 and prior years and all
unaudited  quarterly  consolidated  financial  statements  for 2004 and 2003 and
audit adjustments to the annual consolidated  financial  statements for 2005 and
2004  and  the  2005  unaudited  consolidated  quarterly  financial  statements.
Additionally, this control deficiency could result in a material misstatement of
income taxes payable,  deferred  income tax assets and  liabilities,  income tax
provision  and other  comprehensive  income  that  would  result  in a  material
misstatement  of the annual or interim  consolidated  financial  statements that
would not be prevented or detected. Accordingly,  management has determined that
this control deficiency constitutes a material weakness.


                                       25


      (3)  the  completeness  and  accuracy  of  our  environmental  remediation
liability  reserves.  Specifically,  we  did  not  have  effective  controls  to
accurately  estimate or monitor for completeness our  environmental  remediation
liabilities  arising from  contractual  obligations or regulatory  requirements.
This  control  deficiency  resulted  in audit  adjustments  to the 2005 and 2004
annual  consolidated  financial  statements  and the  2005  unaudited  quarterly
consolidated financial statements.  Additionally,  this control deficiency could
result  in  a  material  misstatement  of  environmental  remediation  liability
reserves and environmental  remediation expenses that would result in a material
misstatement to annual or interim  consolidated  financial statements that would
not be prevented or detected.  Accordingly,  management has determined that this
control deficiency constitutes a material weakness.

      (4)  the  valuation  of  long-lived   assets  for   impairment   purposes.
Specifically,  we did not have  effective  controls to ensure the  accuracy  and
valuation  of an  impairment  charge taken in the second  quarter of 2004.  This
control  deficiency  resulted  in  a  restatement  of  our  unaudited  quarterly
condensed consolidated financial statements for the second and third quarters of
2004 and audit adjustments in the annual consolidated  financial  statements for
2004.  Additionally,   this  control  deficiency  could  result  in  a  material
misstatement of property,  plant and equipment and asset impairment charges that
would result in a material  misstatement  of the annual or interim  consolidated
financial  statements  that would not be  prevented  or  detected.  Accordingly,
management has determined  that this control  deficiency  constitutes a material
weakness.

      (5) the  accounting  for  derivative  instruments  and hedging  activities
related to precious metal inventory.  Specifically,  effective controls were not
designed and in place to ensure the appropriate documentation had been completed
in order to qualify for hedge  accounting  treatment with respect to futures and
forward contracts  specifically  purchased to mitigate the Company's exposure to
changes  in  the  value  of  precious  metal  inventory,  including  appropriate
identification  of the instruments,  assessment of effectiveness and maintenance
of   contemporaneous   documentation  in  accordance  with  generally   accepted
accounting  principles.  This control deficiency  resulted in the restatement of
the annual  consolidated  financial  statements  for the year ended December 31,
2003  and  prior  years,  the 2004 and  2003  unaudited  quarterly  consolidated
financial  statements,  as well as audit adjustments in the annual  consolidated
financial  statements  for  2005  and  2004  and the  2005  unaudited  quarterly
consolidated financial statements.  Additionally,  this control deficiency could
result in a material misstatement of inventory and cost of goods sold as well as
other current  assets or accrued  liabilities  and other income  (expense)  that
would result in a material  misstatement  of the annual or interim  consolidated
financial  statements  that would not be  prevented  or  detected.  Accordingly,
management has determined  that this control  deficiency  constitutes a material
weakness.

      (6) the  preparation  and  review of the  consolidated  statement  of cash
flows. Specifically, we did not maintain effective controls over the accuracy of
the classification of short-term borrowings used to fund purchases of short-term
investments  as cash flows from financing  activities,  as required by generally
accepted  accounting  principles.   This  control  deficiency  resulted  in  the
restatement of the annual consolidated  financial  statements for the year ended
December 31, 2003 and prior years.  Additionally,  this control deficiency could
result in a material  misstatement  of operating and  financing  cash flows that
would result in a material  misstatement  of the annual or interim  consolidated
financial  statements  that would not be  prevented  or  detected.  Accordingly,
management has determined  that this control  deficiency  constitutes a material
weakness.

PLANS FOR REMEDIATION

The Company has taken the following  actions to address the material  weaknesses
noted above.

      o     Engaged  an  independent  third-party  valuation  firm in the second
            quarter of 2005 to assist management in evaluating the impairment of
            goodwill and intangible asset accounts;

      o     Increased the Company's accounting and financial resources by hiring
            an Assistant  Controller  and a Treasurer  and  retaining a regional
            accounting firm of certified public  accountants to assist financial
            management in addressing various accounting matters;

      o     Increased  the  level  of  review  and   discussion  on  significant
            accounting  matters,  including  goodwill  valuation,  environmental
            issues, tax matters,  cash flow presentation and hedging and related
            supporting documentation with senior finance management;

      o     Consolidated corporate office functions;

      o     Improved controls regarding timely  communication of all significant
            events to management and the Board of Directors; and

      o     Enhanced the monthly  financial  reporting to senior  management and
            the Board.


                                       26


Additional actions planned by management include:

      o     Hiring additional experienced financial personnel;

      o     Updating the Company's  accounting policies and procedures to ensure
            such accounting policies and procedures are complete and current;

      o     Considering the engagement of an additional  third party resource to
            support the internal accounting and financial personnel; and

      o     Reviewing  and  modifying  the  nature and scope of  internal  audit
            activities.

      Management will consider the design and operating  effectiveness  of these
actions and will make additional  changes it determines  appropriate.  We cannot
assure you that the measures we have taken,  or will take,  to  remediate  these
material  weaknesses  will  be  effective  or that  we  will  be  successful  in
implementing  them before  December 31, 2007 or December 31, 2008,  the dates on
which  the  Company  and its  independent  registered  public  accounting  firm,
respectively,  must first report on the  effectiveness  of our internal  control
over financial  reporting under the Section 404 provisions of the Sarbanes-Oxley
Act.

      Internal  control over disclosure  controls and procedures,  no matter how
well designed, has inherent limitations. Therefore, even those internal controls
determined to be effective can provide only reasonable assurance with respect to
financial  statement  preparation and presentation.  We will continue to improve
the design and  effectiveness  of our disclosure  controls and procedures to the
extent  necessary  in the future to provide  our senior  management  with timely
access to such material information, and to correct any deficiencies that we may
discover in the future.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      Please see "Legal  Proceedings"  from the Company's  Annual Report on Form
10-K for the year ended December 31, 2004.

ITEM 1A. RISK FACTORS

      Please see "Risk  Factors" from the  Company's  Annual Report on Form 10-K
for the year ended December 31, 2004.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      None.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

      On March 7, 2005, WHX filed a voluntary petition  ("Bankruptcy Filing") to
reorganize under Chapter 11 of the United States Bankruptcy Code with the United
States  Bankruptcy  Court for the Southern  District of New York. The Bankruptcy
Filing created an event of default under the Indenture  governing  WHX's 10 1/2%
Senior  Notes (the "Senior  Notes") due April 15,  2005.  Under the terms of the
Senior Notes, as a result of the Bankruptcy  Filing, the entire unpaid principal
and accrued interest (and any other additional  amounts) became  immediately due
and payable  without any action on the part of the trustee or the note  holders.
The  principal  amount  outstanding  under the Senior Notes at March 7, 2005 was
approximately $92.8 million. Accrued interest to March 7, 2005 was approximately
$3.8  million.  As a result  of the  Bankruptcy  Filing,  WHX  stopped  accruing
interest on the Senior Notes as of March 7, 2005.

      At March  7,  2005,  the date of the  Bankruptcy  Filing,  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 satisfied certain  conditions set forth in the Indenture.  Such
conditions were not satisfied as of March 7, 2005. At March 7, 2005 dividends in
arrears amounted to $86.1 million. As previously described,  after emerging from
bankruptcy,  all shares of  preferred  stock and accrued  dividends  were deemed
cancelled and annulled.


                                       27


ITEM 6. EXHIBITS

      * 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


                                       28


                                   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)
                                                  March 8, 2007

EX-31.1

                                                                    Exhibit 31.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                  CERTIFICATION

I, Glen M. Kassan, 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  change  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  internal  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  the  registrant's   board  of  directors(or   persons
            performing the equivalent functions):

            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/ Glen M. Kassan
                                                    ----------------------------
                                                    Glen M. Kassan
                                                    Chief Executive Officer

March 8, 2007

EX-31.2

                                                                    Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL 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  change  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  internal  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  the  registrant's   board  of  directors(or   persons
            performing the equivalent functions):

            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

March 8, 2007

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 six months  ended June 30,
2005 (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/ Glen M. Kassan
                                                     ---------------------------
                                                     Glen M. Kassan
                                                     Chief Executive Officer

March 8, 2007


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

March 8, 2007