FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

      For the quarterly period ended SEPTEMBER 30, 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               Nine Months Ended
                                                                     September 30,                  September 30,
                                                                  2005            2004            2005            2004
                                                               ---------       ---------       ---------       ---------
                                                                             (as Restated)                   (as Restated)

                                                                           (in thousands - except per share)

Net sales                                                      $ 103,142       $ 101,598       $ 304,627       $ 287,807

Cost of goods sold                                                84,090          79,561         246,771         229,875
                                                               ---------       ---------       ---------       ---------

Gross profit                                                      19,052          22,037          57,856          57,932

Selling, general and administrative expenses                      21,418          13,320          52,083          38,528
Gain (loss) on disposal of fixed assets                               (5)            (43)             (4)          1,622
                                                               ---------       ---------       ---------       ---------

Income (loss) from operations                                     (2,371)          8,674           5,769          21,026
                                                               ---------       ---------       ---------       ---------

Other:
           Interest expense                                        3,924           6,866          13,190          17,616
           Loss on early retirement of debt                           --              --              --          (1,161)
           Chapter 11 and related reorganization expenses          4,856              --           9,480              --
           Other income (loss)                                      (749)         (2,097)         (1,072)          7,250
                                                               ---------       ---------       ---------       ---------

Income (loss) from continuing operations before taxes            (11,900)           (289)        (17,973)          9,499

Tax provision                                                        451             627           1,315           1,919
                                                               ---------       ---------       ---------       ---------

Income (loss) from continuing operations, net                    (12,351)           (916)        (19,288)          7,580

Discontinued operations:
           Loss from discontinued operations, net                    320           6,517           3,804          12,950
                                                               ---------       ---------       ---------       ---------

Net loss                                                         (12,671)         (7,433)        (23,092)         (5,370)
Add: Extinguishment of preferred stock                           257,782              --         257,782              --
Less: Dividend requirement for preferred stock                        --           4,856           3,561          14,568
                                                               ---------       ---------       ---------       ---------
Income (loss) applicable to common stock                       $ 245,111       $ (12,289)      $ 231,129       $ (19,938)
                                                               =========       =========       =========       =========

BASIC AND DILUTED PER SHARE OF COMMON STOCK

Income (loss) from continuing operations
   net of preferred dividends                                  $   31.40       $   (1.06)      $   36.70       $   (1.29)
Discontinued operations                                            (0.04)          (1.20)          (0.60)          (2.38)
                                                               ---------       ---------       ---------       ---------

Net income (loss) per share applicable to common shares        $   31.36       $   (2.26)      $   36.10       $   (3.67)
                                                               =========       =========       =========       =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       2


                                 WHX CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                                         September 30,    December 31,
                                                                              2005            2004
                                                                         -------------    ------------
                                                                       (Dollars and shares in thousands)
ASSETS
Current Assets:
      Cash and cash equivalents                                            $   9,012       $  20,826
      Trade receivables - net                                                 59,240          48,004
      Inventories                                                             62,395          58,304
      Current assets of discontinued operations                                  483          15,595
      Insurance receivable                                                     2,000              --
      Deferred income taxes                                                      726             726
      Other current assets                                                     7,021           9,130
                                                                           ---------       ---------
                 Total current assets                                        140,877         152,585

Property, plant and equipment, at cost less
   accumulated depreciation and amortization                                  91,565          84,465
Goodwill and other intangibles                                                50,053          49,982
Intangibles pension asset                                                      1,450           1,760
Long term assets of discontinued operations                                    3,084           3,589
Other non-current assets                                                      15,381          19,535
                                                                           ---------       ---------
                                                                           $ 302,410       $ 311,916
                                                                           =========       =========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities:
     Trade payables                                                        $  43,587       $  33,499
     Accrued environmental liability                                          28,086          31,424
     Accrued liabilities                                                      34,220          30,822
     Current portion of long-term debt                                        94,592         183,629
     Short-term debt                                                          45,276          40,398
     Deferred income taxes                                                       702             702
     Current liabilities of discontinued operations                              602           4,855
                                                                           ---------       ---------
               Total current liabilities                                     247,065         325,329

Long-term debt                                                                 5,011           6,027
Accrued pension liability                                                     16,531          18,786
Other employee benefit liabilities                                             9,279           9,617
Additional minimum pension liability                                          46,692          47,002
Deferred income taxes                                                          2,084           2,084
                                                                           ---------       ---------
                Total liabilities                                            326,662         408,845

Stockholders' (deficit) equity:
    Preferred stock - $.10 par value; authorized 5,000 and 10,000
       shares; issued and outstanding: -0- and 5,523 shares                       --             552
    Common stock -  $.01 par value; authorized 40,000  and
       60,000 shares; issued and outstanding: 10,000 and 5,486 shares            100              55
    Warrants                                                                   1,287              --
    Accumulated other comprehensive loss                                     (37,539)        (36,611)
    Additional paid-in capital                                               394,308         556,206
    Unearned compensation - restricted stock awards                               --             (33)
    Accumulated deficit                                                     (382,408)       (617,098)
                                                                           ---------       ---------
                 Total stockholders' deficit                                 (24,252)        (96,929)
                                                                           ---------       ---------
                                                                           $ 302,410       $ 311,916
                                                                           =========       =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       3


                                 WHX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                       Nine Months Ended
                                                                         September 30,
                                                                     2005            2004
                                                                  ---------       ---------
                                                                                (as Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                          $ (23,092)      $  (5,370)

Items not affecting cash from operating activities:
  Depreciation and amortization                                       8,951           9,467
  Amortization of debt related costs                                  1,152           1,816
  Other postretirement benefits                                         563             338
  Loss on early retirement of debt                                       --           1,161
  Gain on WPSC note recovery                                             --          (5,596)
  (Gain) loss on asset dispositions                                       4          (1,622)
  Equity in after-tax income of affiliated companies                    (89)           (112)
  Chapter 11 and related reorganization expenses                      9,480              --
  Payments of Chapter 11 and related reorganization expenses         (5,477)             --
  Loss on derivatives - (unrealized)                                    853             823
  Reclassification of net cash settlements on derivative instruments    587          (1,709)
  Discontinued operations                                              (681)          9,241
Decrease (increase)  in working capital elements,
  net of effect of acquisitions:
       Trade receivables                                            (11,662)        (19,076)
       Inventories                                                   (4,703)        (25,953)
       Other current assets                                           2,046             924
       Other current liabilities                                      6,588             568
  Other items-net                                                       (41)         (3,969)
  Discontinued operations                                            10,859          (3,644)
                                                                  ---------       ---------
Net cash used  by operating activities                               (4,662)        (42,713)
                                                                  ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of aircraft                                         --          19,301
  Plant additions and improvements                                  (16,692)         (6,556)
  Proceeds from sales of assets                                          45           7,057
  Net cash settlements on derivative instruments                       (587)          1,709
  Dividend from affiliates                                               --              77
  Cash received on WPSC note recovery                                    --           5,596
  Receipt of escrow deposit                                              --           1,250
  Discontinued operations                                             1,666            (419)
                                                                  ---------       ---------
Net cash provided by (used in) investing activities                 (15,568)         28,015
                                                                  ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash proceeds from Handy & Harman term loans                        6,139          99,250
  Net borrowings from revolving credit facilities                     5,866          42,710
  Repayment of Handy & Harman term loans                             (3,589)         (1,796)
  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)
  Debt issuance fees                                                     --          (5,392)
                                                                  ---------       ---------
Net cash  provided by (used in) financing activities                  8,416          (1,808)
                                                                  ---------       ---------
NET CHANGE FOR THE PERIOD                                           (11,814)        (16,506)

Cash and cash equivalents at beginning of period                     20,826          41,990
                                                                  ---------       ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $   9,012       $  25,484
                                                                  =========       =========

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 (the "Effective Date"). 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.

            The  following  is a summary of certain  material  features of WHX's
Chapter 11 Plan of  Reorganization  (the "Plan") as confirmed by the  bankruptcy
court. On the Effective Date of the Plan:

      o     All of WHX's outstanding securities,  including WHX's pre-bankruptcy
            filing common stock,  Series A preferred  stock,  Series B preferred
            stock and 10 1/2% Senior  Notes were deemed  cancelled  and annulled
            without further act or action.

      o     In full and complete  satisfaction  of all such  claims,  holders of
            WHX's 10 1/2% Senior Notes received 9,200,000 shares of common stock
            representing their prorated share of the reorganized company.  These
            shares represent 92% of the equity in the reorganized company.

      o     In full and complete  satisfaction of all such  interests,  Series A
            preferred  stockholders  received  366,322  shares of  common  stock
            representing  their  prorated share of the  reorganized  company and
            344,658  warrants  to  purchase  common  stock  of  the  reorganized
            company,  exercisable  at $11.20 per share and  expiring on February
            28, 2008.

      o     In full and complete  satisfaction of all such  interests,  Series B
            preferred  stockholders  received  433,678  shares of  common  stock
            representing  their  prorated share of the  reorganized  company and
            408,030  warrants  to  purchase  common  stock  of  the  reorganized
            company,  exercisable  at $11.20 per share and  expiring on February
            28, 2008.

      o     Holders of WHX's  pre-bankruptcy  filing  common  stock  received no
            distribution under the Plan.

      The  common  stock  received  by  the  Series  A and  Series  B  preferred
stockholders,  collectively,  represents  8% of the  equity  in the  reorganized
company.   The  warrants   issued  to  the  Series  A  and  Series  B  preferred
stockholders,  collectively, represent the right to purchase an additional 7% of
the equity of the reorganized company after giving effect to the exercise of the
warrants.

      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


                                       5


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.

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.


                                       6


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.

      The  following  Quarterly  Report on Form 10-Q for the nine  months  ended
September  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

      During the period March 7, 2005 through July 28, 2005,  WHX was  operating
its  businesses  as  a  debtor-in-possession   under  the  jurisdiction  of  the
bankruptcy court.  Thus,  certain financial  information of the Company covering
this period which is included  herein has been presented 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." In accordance  with SOP 90-7,  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  statement of cash flows. The  reorganization
value of the assets of WHX  immediately  before the date of  confirmation of the
Plan was greater  than the total of all  post-petition  liabilities  and allowed
claims.  As a result,  the Company did not qualify for Fresh-Start  reporting in
accordance  with SOP  90-7.  Accordingly,  the  assets  and  liabilities  of the
reorganized  company upon emergence from bankruptcy  continued to be reported at
their historical values.

      During  the  period  March 7, 2005  through  July 28,  2005,  while it was
reorganizing,  WHX stopped  recognizing  interest on its  10-1/2%  Senior  Notes
(approximately  $3.9  million of  interest)  and also  stopped  recognizing  the
cumulative  dividends  on its  preferred  stock  (approximately  $7.8 million of
dividends  would have accrued).  As of the Effective  Date, the Senior Notes and
Preferred  Stock were deemed  cancelled and annulled;  consequently,  no further
interest or dividends were recognized after March 7, 2005.


                                       7


      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  period)  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 nine months ended  September  30, 2005 are not
necessarily indicative of the operating results for the full year.

NOTE 4 - 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 goodwill and long-lived  asset  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, and its accounting for an executive life insurance program.
In addition,  for the quarter ended September 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'. In the quarter
ended  June 30,  2004,  the  Company  decreased  the  carrying  value of certain
impaired  fixed assets of the wire & cable  business by $3.9  million,  to state
them  at  their  fair  value  as  determined  by a  contemporaneous  third-party
appraiser.  Based on negotiations to sell this asset group which occurred in the
quarter ended September 30, 2004, the Company determined that the carrying value
of the assets was further  impaired,  and has restated the financial  statements
for the quarter ended  September  30, 2004 to record an additional  $4.2 million
impairment charge. See Note 8 for a further discussion of this impairment.

      The Quarter Restatement is reflected in the financial  statements included
in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
2005 and June 30, 2005, and in the financial  statements  included  herein.  The
following  table  presents  the  restatements  to the three  months and the nine
months ended September 30, 2004. (see Note  7-Inventories-  for a description of
the  hedge   accounting/inventory  and  precious  metals  inventory  adjustments
recorded  in  the  table  below,  and  Note   8-Discontinued   Operations-for  a
description of the correction to long-lived asset impairments):


                                       8


                         (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:
  3rd Quarter
       As reported                                  $ 111,483      $  19,601     $   5,119       $ (2,073)      $   (1.28)
       Restatement Adjustments
           Long - lived asset impairment                                            (4,235)        (4,235)
           Hedge accounting/inventory (a)                                                          (2,189)
           Precious Metals inventory                                   1,343         1,343          1,343
           Executive life insurance (b)                                                (36)           (36)
           Tax Matters                                                                               (243)
                                                    ---------      ---------     ---------       --------
       As restated                                    111,483         20,944         2,191         (7,433)
       Discontinued operations                         (9,885)         1,093         6,483             --
                                                    ---------      ---------     ---------       --------
       As presented                                   101,598         22,037         8,674         (7,433)          (2.26)

  Nine Months Ended September 30, 2004
       As reported                                    316,817         57,961         8,773         (5,012)          (3.61)
       Restatement Adjustments
           Long - lived asset impairment                   --             --           825            825
           Hedge accounting/inventory (a)                  --             --            --            887
           Precious Metals inventory                       --         (1,314)       (1,314)        (1,314)
           Executive life insurance (b)                    --             --          (108)          (108)
           Tax Matters                                     --             --            --           (648)
                                                    ---------      ---------     ---------       --------
       As restated                                    316,817         56,647         8,176         (5,370)
       Discontinued operations                        (29,010)         1,285        12,850             --
                                                    ---------      ---------     ---------       --------
       As presented                                 $ 287,807      $  57,932     $  21,026       $ (5,370)      $   (3.67)

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

      The above restatements  increase cash used by operating activities by $1.7
million  on the  Condensed  Consolidated  Statement  of Cash  Flows for the nine
months  ended  September  30, 2004,  from $41.0  million to $42.7  million,  and
increase cash flows from  investing  activities  by the same amount,  from $26.3
million to $28.0 million,  to reflect the  correction  related to the accounting
for the Company's  precious metal futures and forward  contracts.  The remaining
corrections are all within operating activities on the Statement of Cash Flows.

NOTE 5 - EARNINGS (LOSS) PER SHARE

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

      As a result of the Company's emergence from bankruptcy in 2005, there were
changes  to the  authorized  and  outstanding  common  stock  of WHX.  Prior  to
emergence,  the Company had  5,522,926  preferred  and  5,485,856  common shares
outstanding.  Upon emergence from  bankruptcy,  holders of the Company's 10 1/2%
Senior Notes with a carrying value of $96.6 million  (including accrued interest
through the date of filing for bankruptcy)  received  9,200,000 shares of common
stock in full and  complete  satisfaction  of all claims,  in  exchange  for the
extinguishment  of this debt. The preferred stock, with a carrying value of $267
million,  was  extinguished  upon emergence from  bankruptcy in exchange for the
residual shares of common stock outstanding,  (800,485 shares), plus warrants to
purchase an additional  752,688  common  shares.  Holders of the  pre-bankruptcy
common stock received no distribution under the Plan, and all stock option plans
previously in effect were cancelled and annulled.


                                       9


      For purposes of calculating  the 2005 Earnings Per Share,  the Company has
included the gain on the  extinguishment  of the preferred stock of $258 million
(representing  the  difference  between  the fair value of the common  stock and
warrants issued upon emergence from bankruptcy to the preferred stockholders and
the  carrying  value  of the  preferred  stock)  as an  increase  in net  income
available to common  shareholders in accordance with EITF Topic D-42, "The Effect
on the  Calculation  of  Earnings  Per  Share  for  the  Redemption  or  Induced
Conversion  of  Preferred  Stock."  As to the weighted  average  number of common
shares  outstanding  for 2005,  the Company has  accounted for the common shares
cancelled, in connection with the emergence from Chapter 11 as a retirement, and
the  issuance of common  shares to the  preferred  stockholders  and Senior Note
holders as an issuance.

      Since the  Company did not qualify  for  fresh-start  reporting  under the
guidance  in  SOP  90-7,  the  pre-emergence  common  shares  of  5,485,856  and
post-bankruptcy  shares of 10,000,485 are combined, on a weighted average basis,
in the denominator used for earnings per share calculations in 2005 on the basis
that such common shares are of the same class of stock.

      As of September 30, 2004,  the Company had 1.4 million  outstanding  stock
options to  purchase  common  stock  granted  to  officers,  directors,  and key
employees. In 2005 prior to the emergence from bankruptcy,  and in the three and
nine month periods ending September 30, 2004, the conversion of preferred stock,
the  exercise  of  options  to  purchase  common  stock,  and the  inclusion  of
non-vested  restricted  common  stock  awards  would  have had an  anti-dilutive
effect.  At September 30, 2004, the assumed  conversion of preferred stock would
increase  outstanding  shares of common stock by 5,127,914 shares; the inclusion
of  non-vested  restricted  stock awards would  increase  outstanding  shares by
26,667;  and the exercise of stock options would increase  outstanding shares of
common stock by 31,834 shares.

      A  reconciliation  of the  income and shares  used in the  computation  of
earnings (loss) per share follows:


                                       10


RECONCILIATION OF INCOME (LOSS) AND SHARES IN EPS
CALCULATION

(in thousands except per share amounts)                           For the Three Months Ended September 30, 2005

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

Net loss                                                       $ (12,671)
Add: Gain on extinguishment of preferred stock                   257,782
                                                               ---------

Basic and Diluted EPS
    Income applicable to common stockholders                   $ 245,111                 7,816              $ 31.36
                                                               =========             =========              =======

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

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

Net loss                                                       $  (7,433)
Less: Preferred stock dividends                                    4,856
                                                               ---------

Basic and Diluted EPS
   Loss applicable to common stockholders                      $ (12,289)                5,426              $ (2.26)
                                                               =========             =========              =======

                                                                  For the Nine Months Ended September 30, 2005

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

Net loss                                                       $ (23,092)
Add: Gain on extinguishment of preferred stock                   257,782
Less: Preferred stock dividends                                    3,561
                                                               ---------

Basic and Diluted EPS
    Income applicable to common stockholders                   $ 231,129                 6,402              $ 36.10
                                                               =========             =========              =======

                                                                  For the Nine Months Ended September 30, 2004
                                                                                    (as Restated)

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

Net loss                                                       $  (5,370)
Less: Preferred stock dividends                                   14,568
                                                               ---------

Basic and Diluted EPS
    Loss applicable to common stockholders                     $ (19,938)                5,426              $ (3.67)
                                                               =========             =========              =======

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 nine months ended September 30, 2005 and 2004 was
not material.


                                       11


NOTE 6 - COMPREHENSIVE INCOME (LOSS)

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

(in thousands)                                   Three Months Ended             Nine Months Ended
                                                   September 30,                 September 30,
                                                2005           2004           2005            2004
                                              --------       --------       --------       --------
                                                          (as Restated)                  (as Restated)

Net loss                                      $(12,671)      $ (7,433)      $(23,092)      $ (5,370)

Foreign currency translation adjustments           239            340           (928)           101
                                              --------       --------       --------       --------

Comprehensive loss                            $(12,432)      $ (7,093)      $(24,020)      $ (5,269)
                                              ========       ========       ========       ========

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

(IN THOUSANDS)

                                                  September 30,     December 31,
                                                      2005             2004
                                                  -------------     ------------

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

Foreign currency translation adjustment                2,441            3,369
                                                    --------         --------

                                                    $(37,539)        $(36,611)
                                                    ========         ========

NOTE 7 - INVENTORIES

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

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

Finished products                                                       $ 16,690       $ 16,366
In - process                                                               8,803          6,199
Raw materials                                                             15,816         18,931
Fine and fabricated precious metal in various states of completion        23,213         17,093
                                                                        --------       --------
                                                                          64,522         58,589
LIFO reserve                                                              (2,127)          (285)
                                                                        --------       --------
                                                                        $ 62,395       $ 58,304
                                                                        ========       ========

      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 nine month periods ended
September   30,  2005  include   losses  of  $1.0  million  and  $1.4   million,
respectively,  relating to these adjustments. The quarter and nine month periods
ended  September  30,  2004  included a loss of $2.2  million and a gain of $0.9
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 nine month periods  endedSeptember 30, 2005
include  a  non-cash  charge  to cost of  goods  sold of $0.4  million  and $0.3
million, respectively,  resulting from the lower of cost or market adjustment to
precious  metal  inventories.  Such  adjustments  for the quarter and nine month
periods ended  September 30, 2004 were  reductions to cost of goods sold of $1.3
million and  charges to cost of goods sold of $1.3  million,  respectively.  The
market value of the precious  metal  inventory  exceeded LIFO value cost by $2.1
million  and  $0.3  million  at  September  30,  2005  and  December  31,  2004,
respectively.


                                       12


      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:

                                         September 30, 2005    December 31, 2004
                                         ------------------    -----------------
   Silver ounces:
     Customer metal                             69,979              124,000
     H&H owned metal                         1,534,307            1,347,900
                                             ---------            ---------
           Total                             1,604,286            1,471,900
                                             =========            =========

   Gold ounces:
     Customer metal                                391                1,347
     H&H owned metal                            21,666               14,617
                                             ---------            ---------
           Total                                22,057               15,964
                                             =========            =========

   Palladium ounces:
                                             ------------------------------
     Customer metal                              1,301                1,296
                                             ==============================

Market value per ounce:
      Silver                                 $   7.505            $   6.845
      Gold                                   $  473.25            $  435.60
      Palladium                              $  194.00            $  184.00

NOTE 8 - 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.

      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.


                                       13


      Operating results of discontinued operations were as follows:

(IN THOUSANDS)

                                        Three Months Ended September 30,   Nine Months Ended September 30,
                                               2005           2004              2005           2004
                                        ------------------------------------------------------------------
                                                         (as Restated)                    (as Restated)

Net sales                                   $     --       $  9,885           $ 10,672       $ 29,010

Asset impairment charge                           --          4,235                 --          8,175

Gain on sale of fixed assets                      --             --                681             --

Operating loss                                  (283)        (6,483)            (3,699)       (12,849)

Interest/other income (expense)                  (37)           (34)              (105)          (101)

Tax provision                                     --             --                 --             --

Loss from discontinued operations, net          (320)        (6,517)            (3,804)       (12,950)


NOTE 9 - 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 nine months ended  September
30, 2005 and 2004:

                                           Three Months Ended           Nine Months Ended
                                              September 30,                September 30,
                                          2005           2004           2005           2004
                                        -----------------------       -----------------------

Service cost                            $    311       $    244       $    933       $    733
Interest cost                              5,752          6,082         17,255         18,245
Expected return on plan assets            (6,944)        (6,987)       (20,830)       (20,960)
Amortization of prior service cost            39             21            116             64
Recognized actuarial (gain)/loss             317             --            951             --
                                        -----------------------       -----------------------
                                            (525)          (640)        (1,575)        (1,918)
                                        =======================       =======================

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.

The Company maintains several other retirement and postretirement  benefit plans
covering  substantially all of its employees.  The approximate aggregate expense
for these plans is $0.0  million (due to a favorable  adjustment  in the quarter
related to a legal  settlement)  and $0.5  million (as  restated)  for the three
months ended  September  30, 2005 and 2004,  respectively,  and $1.2 million and
$1.5  million (as  restated)  for the nine months ended  September  30, 2005 and
2004, respectively.


                                       14


NOTE 10 - DEBT

      Debt consists of the following:

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

WHX Senior Notes due 2005, 10 1/2% (A)                $     --        $ 92,820
H&H Term Loan - related party                           70,627              --
H&H Credit Facility - Term Loan A                       23,438          19,301
H&H Term Loan - Term Loan B                                 --          71,000
Other H&H debt                                           5,538           6,535
                                                      --------        --------
                                                        99,603         189,656

Less portion due within one year                        94,592         183,629
                                                      --------        --------
Total long-term debt                                  $  5,011        $  6,027
                                                      ========        ========

(A) Upon emergence from  bankruptcy,  in full and complete  satisfaction  of all
such claims,  holders of WHX's 10 1/2% Senior Notes received 9,200,000 shares of
common stock representing their prorated share of the reorganized  company,  and
the Senior Notes were cancelled and annulled.  These shares represent 92% of the
equity in the reorganized company.

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

NOTE 11 - REPORTABLE SEGMENTS

      The  Company has three  reportable  segments:  (1)  Precious  Metal.  This
segment  manufactures  and  sells  precious  metal  products  and  electroplated
material, containing silver, gold, and palladium in combination with base metals
for use in a wide variety of industrial  applications;  (2) 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;  (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.

      The following table presents information about reportable segments for the
three and nine month periods ended September 30, 2005 and 2004:


                                       15


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

   Precious Metal                                                 $  28,071       $  25,568       $  87,656       $  82,146
   Tubing                                                            29,405          27,567          86,393          78,672
   Engineered Materials                                              45,666          48,463         130,578         126,989
                                                                  ---------       ---------       ---------       ---------
           Net Sales                                              $ 103,142       $ 101,598       $ 304,627       $ 287,807
                                                                  =========       =========       =========       =========

Segment operating income
   Precious Metal                                                 $  (1,015)      $   1,853       $     410       $   2,781
   Tubing                                                                (9)          1,758           1,674           4,163
   Engineered Materials                                               4,360           6,177          11,602          15,196
                                                                  ---------       ---------       ---------       ---------
                                                                      3,336           9,788          13,686          22,140
                                                                  ---------       ---------       ---------       ---------

Gain/(loss) on disposal of fixed assets                                  (5)            (43)             (4)          1,622
Unallocated corporate expenses                                        5,702           1,071           7,913           2,736
                                                                  ---------       ---------       ---------       ---------

    Income/(loss) from operations                                    (2,371)          8,674           5,769          21,026

Interest expense                                                      3,924           6,866          13,190          17,616
Chapter 11 and related reorganization expenses                        4,856              --           9,480              --
Loss on early retirement of debt                                         --              --              --          (1,161)
Other income (loss)                                                    (749)         (2,097)         (1,072)          7,250
                                                                  ---------       ---------       ---------       ---------

        Income(loss) from continuing operations before taxes        (11,900)           (289)        (17,973)          9,499

Tax provision                                                           451             627           1,315           1,919
                                                                  ---------       ---------       ---------       ---------

Income(loss) from continuing operations, net                        (12,351)           (916)        (19,288)          7,580
Loss from discontinued operations, net                                  320           6,517           3,804          12,950
                                                                  ---------       ---------       ---------       ---------

          Net loss                                                $ (12,671)      $  (7,433)      $ (23,092)      $  (5,370)
                                                                  =========       =========       =========       =========

      As described in Note 8-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).


                                       16


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,  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.

RESULTS OF OPERATIONS

COMPARISON OF THE THIRD QUARTER OF 2005 WITH THE THIRD QUARTER OF 2004

      Net sales for the third quarter of 2005  increased  $1.5 million to $103.1
million,  compared  to  $101.6  million  in the  third  quarter  of 2004.  Sales
increased  by $2.5 million at the Precious  Metal  Segment,  $1.8 million at the
Tubing Segment and decreased $2.8 million at the Engineered  Materials  Segment.
Gross profit  percentage  decreased  in the third  quarter of 2005 to 18.5% from
21.7% in the third  quarter of 2004.  The decline  from 2004 was partly  because
gross  profit  for  the  third  quarter  of 2004  was  impacted  by a  favorable
adjustment ($1.3 million) in the lower of cost or market valuation of inventory.
The decrease in gross profit  percentage was also due to higher  material costs,
primarily steel,  which cannot be fully passed along to customers,  and start up
costs for a Mexican tubing facility.

      Selling,  general and  administrative  ("SG&A")  expenses  increased  $8.1
million to $21.4  million in the third quarter of 2005 from $13.3 million in the
comparable 2004 period.  The 2005 period includes an increase of $3.9 million in
unallocated  corporate  expenses related to change in control and termination of
three WHX executives.  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.  The balance of the  increase is due to  expenses  associated  with the
higher sales noted above,  increased legal fees,  increased  medical costs,  and
start-up SG&A expenses of the Mexican tubing facility.

      Operating  income for the third quarter of 2005 was a loss of $2.4 million
compared  to income of $8.7  million  for the third  quarter  of 2004.  The 2005
operating  income at the segment level was $3.3 million compared to $9.8 million
in 2004.  The primary  driver behind the lower  operating  income was the higher
SG&A costs  discussed  above,  as well as the factors that reduced  gross margin
percentage, as discussed above.

      Interest  expense for the third quarter of 2005  decreased $3.0 million to
$3.9 million from $6.9 million in the third  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  bankruptcy  filing  date of March 7, 2005.  This  resulted  in
reduced interest  expense of approximately  $2.4 million in the third quarter of
2005 compared to 2004.

      Chapter 11 and related reorganization expenses are presented separately in
the consolidated  statement of operations and represent expenses incurred by WHX
because of its reorganization under Chapter 11 of the U.S. Bankruptcy Code. Such
expenses  principally  consist of  professional  fees for  services  provided by
debtor and  creditor  professionals  directly  related  to WHX's  reorganization
proceedings.  The third  quarter of 2005 includes $4.9 million of Chapter 11 and
related reorganization expenses.


                                       17


      Other income  (loss) was a loss of $0.7  million for the third  quarter of
2005,  compared to a loss of $2.1  million for the third  quarter of 2004..  The
reduction in other loss in 2005 resulted primarily from lower derivative-related
losses on precious metal forward contracts.

      In the third  quarter of 2005 and 2004 a tax provision of $0.5 million and
$0.6  million,  respectively,  was  recorded  for foreign and state  taxes.  The
Company has  recorded a valuation  allowance  related to the Federal tax benefit
associated  with the current  period  operating  loss 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 $4.3 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 third quarter 2005 and 2004:

PRECIOUS METAL

      Sales for the Precious  Metal  Segment  increased  $2.5 million from $25.6
million in 2004 to $28.1  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 sales were $1.6 million in the third quarter of
2005.  Partially offsetting this increase were lower sales at the precious metal
plating units due to decreased volume to its automotive  customers combined with
lower selling prices to its automotive customers.

      Operating  income decreased by $2.8 million from $1.8 million in 2004 to a
loss of $1.0 million in 2005. This decrease is primarily due to reduced sales at
the precious metal plating units as noted above, and lower gross margin in 2005.
The decrease in 2005 was partly  because  gross margin for the third  quarter of
2004 was  favorably  impacted by an  adjustment  of $1.3 million in the lower of
cost or market valuation of inventory.

TUBING

      Sales for the Tubing Segment  increased $1.8 million from $27.6 million in
2004 to $29.4 million in 2005; the result of market share gains,  but also price
increases.

      Operating  income  decreased  by $1.8 million from $1.8 million in 2004 to
breakeven in 2005. This decrease in operating  income is partly due to increased
steel  prices at our  appliance  related  units,  plus  start-up  costs at a new
Mexican tubing facility.

ENGINEERED MATERIALS

      Sales for the  Engineered  Materials  Segment  decreased $2.8 million from
$48.5 million in 2004 to $45.7 million in 2005  primarily due to reduced  volume
at our  electrogalvanizing  facility,  partially  offset by stronger  commercial
construction  market,  market share  gains,  and  increased  sales prices at our
fastener facility.

      Operating  income  decreased  by $1.8 million from $6.2 million in 2004 to
$4.4 million in 2005. This decrease in operating  income is primarily due to the
decreased volume and increased steel costs at our electro-galvanizing  facility,
as well as an increase in SG&A expenses at the fastener facility.

UNALLOCATED CORPORATE EXPENSES

      Unallocated corporate expenses increased from $1.1 million in 2004 to $5.7
million in 2005.  This  increase is  primarily  due to $3.9 million of change of
control and termination expenses for three terminated executives of WHX.


                                       18


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

      Net sales for the first nine months of 2005 were $304.6  million  compared
to $287.8  million in the first nine  months of 2004.  Sales  increased  by $5.5
million at the Precious  Metal Segment,  by $7.7 million at the Tubing  Segment,
and by $3.6 million at the Engineered Materials Segment. Gross profit percentage
decreased in the nine month period of 2005 to 19.0% from 20.1% in the comparable
2004 period.  The decrease in gross profit was primarily  attributable to higher
material costs,  primarily steel, and lower sales for our precious metal plating
units.

      Selling,  general and  administrative  expenses  ("SG&A")  increased $13.6
million to $52.1  million in the first nine months of 2005 from $38.5 million in
the comparable 2004 period. The 2005 period includes an increase of $3.9 million
in unallocated  corporate  expenses related to change in control and termination
of three WHX executives and the reversal of a $1.3 million reserve in 2004 for a
legal  proceeding  that was  settled in the  Company's  favor.  The 2005  period
includes  $1.8  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.  The balance of
the  increase is due to expenses  associated  with the higher sales noted above,
increased  insurance and medical costs, as well as legal and other  professional
fees.

      Gain on  disposal  of fixed  assets for the first nine  months of 2004 was
$1.6 million, and principally resulted from the sale of two aircraft. There were
no significant sales of fixed assets in the first nine months of 2005.

      Operating  income  for the  first  nine  months  of 2005 was $5.8  million
compared to $21.0  million for the first nine months of 2004.  This decrease was
driven by higher SG&A expenses in 2005 and the non-recurring gain on the sale of
fixed assets in 2004, as discussed above.  Operating income at the segment level
was $13.7 million  compared to $22.1 million in 2004. The primary reason for the
decrease  in  operating  income at the  segment  level is the  increase  in SG&A
expenses.  Other trends  affecting  operating  income are increased raw material
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  and
engineered materials units.

      Interest  expense for the first nine months of 2005 decreased $4.4 million
to $13.2  million  from $17.6  million in the first  nine  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  $5.6 million in the 9 month period
ended September 30, 2005 compared to the comparable  2004 period.  This decrease
in interest expense was partially offset by 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 and represent expenses incurred by WHX
because of its reorganization under Chapter 11 of the U.S. Bankruptcy Code. Such
expenses ($9.5 million for the nine months ended September 30, 2005) 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 $1.1 million in the first nine months of
2005  compared to income of $7.3 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 other  income in 2005 is due to lower  derivative-related  gains on
precious metal forward contracts than in 2004.

      In the first nine months of 2005 and 2004,  tax provisions of $1.3 million
and $1.9 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  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
an $8.2 million charge recorded for the impairment of long-lived  assets of this
business.


                                       19


      The  comments  that follow  compare  revenues  and  operating  income from
continuing operations by segment for the nine month periods 2005 and 2004:

PRECIOUS METAL

      Sales for the Precious  Metal  Segment  increased  $5.5 million from $82.1
million in 2004 to $87.6  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 first nine months of 2005 were
$4.7  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 sales
to its automotive customers.

      Operating  income was $0.4  million in 2005  compared  to $2.8  million in
2004. This decrease is primarily due to reduced sales and lower gross margins at
the precious metal plating units as noted above.

TUBING

      Sales for the Tubing Segment  increased $7.7 million from $78.7 million in
2004 to $86.4 million in 2005.  This  increase is primarily  related to stronger
demand in  petrochemical,  military  and  aircraft  and medical  markets as they
relate to certain of the Company's tubing businesses. This increase is partially
offset by reduced sales to the semi-conductor industry.  Increased prices at the
refrigeration  units due to  increased  steel  prices were  partially  offset by
reduced volume.

      Operating  income  decreased  by $2.5 million from $4.2 million in 2004 to
$1.7  million in 2005.  This  decrease in operating  income is primarily  due to
increased  steel prices at the  refrigeration  units and start-up costs in a new
Mexican production facility.

ENGINEERED MATERIALS

      Sales for the  Engineered  Materials  Segment  increased $3.6 million from
$127.0 in 2004 to $130.6  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  $3.6 million  from $15.2  million in 2004 to
$11.6 million in 2005. This decrease in operating income is primarily due to the
decreased volume and increased steel costs at our electro-galvanizing  facility.
This was partially offset by increased operating income resulting from the sales
increases in the fastener  business  mentioned  above, net of higher selling and
distribution costs related to this higher sales volume.

UNALLOCATED CORPORATE EXPENSES

      Unallocated corporate expenses increased $5.2 million from $2.7 million in
2004 to $7.9 million in 2005.  This increase is primarily due to $3.9 million in
change of control and termination  expenses  related to three executives of WHX.
This increase  also reflects the reversal of a $1.3 million  reserve for a legal
proceeding recorded in the 2004 period.

FINANCIAL POSITION

      As of September 30, 2005,  the Company's  current  assets  totaled  $140.9
million and its current  liabilities  totaled $247.1 million;  a working capital
deficit of $106.2  million.  The improvement in the working capital deficit from
December  31,  2004 is due to the effect of the  Bankruptcy  Plan,  whereby  the
Company's 10 1/2% Senior Notes of approximately $92.8 million were recapitalized
from the  current  portion of  long-term  debt  (classified  as such due to debt
covenant  violations) to equity. With the exception of $5.0 million of Other H&H
debt,  all debt has been  reclassified  as  current  due to  noncompliance  with
certain debt covenants.

      Net cash used by operating  activities for the nine months ended September
30, 2005 totaled $4.7 million. Loss from operations adjusted for non-cash income
and expense items used $7.7 million of cash.  Working capital accounts used $7.7
million of cash, as follows: Accounts receivable used $11.7 million, inventories
used $4.7  million,  and net other current  items  provided  $8.6 million.  This
compared to $42.7 million used by operating  activities in the nine months ended
September  30,  2004,  which was driven by large  increases in  inventories  and
accounts receivable.


                                       20


      Inventories  totaled $62.4  million at September  30, 2005,  and used $4.7
million of cash flow in the nine months ended  September 30, 2005.  The increase
in the inventory balance as of September 30, 2005 is comparable to the growth in
sales in 2005  compared to 2004.  In the nine months ended  September  30, 2004,
inventory  increased  substantially,  resulting  in a large  use of cash  ($26.0
million).  The  increase  in  inventory  in 2004 was  primarily  related  to the
termination  of the  Company's  precious  metal  consignment  facility  and  the
resultant 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. As of September 30,
2004, the purchased precious metal inventory totaled $20.4 million; the increase
due to higher  precious metal prices and increased  quantities of gold needed to
support operations.  Furthermore, inventory increased due to higher raw material
prices (primarily steel) in the Tubing and Engineered  Materials  segments,  and
increased volume to support sales customer commitments for the fourth quarter of
2004  and to  maximize  our  position  in  steel,  primarily  in the  Engineered
Materials segment.

      The use of funds due to accounts  receivable in both the nine months ended
September 30, 2005 and 2004 ($11.7 million and $19.1 million,  respectively) was
caused by an increase in accounts  receivable  which  principally  resulted from
higher sales levels for the third  quarter of 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  provided $8.6 million of cash
flow in the nine months ended  September 30, 2005,  and provided $1.5 million in
the comparable  period of 2004. The $8.6 million  positive cash flow in the 2005
period related  principally to amounts accrued but yet unpaid for Chapter 11 and
related  reorganization  expenses as well as higher trade accounts payable. This
was  partially  offset  by $3.3  million  of  payments  made  for  environmental
remediation during the 2005 period.

      Other non-working capital items included in operating  activities used $41
thousand in the nine months ended  September 30, 2005,  compared to $4.0 million
in  the  comparable  period  of  2004.   principally   because  of  significant.
non-recurring  uses of cash in 2004 as follow. In the 2004 period, in connection
with the H&H  refinancing,  WHX deposited $5.0 million of cash with H&H's lender
as collateral for the H&H obligation. In the third quarter of 2004, $1.1 million
of these  funds were  returned  to WHX.  Furthermore,  the  Company  made a $5.8
million contribution to the WHX Pension Plan in the nine months ending September
30, 2004, compared to $0.9 million for the comparable period of 2005.

      Discontinued operations provided $10.9 million in the first nine 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 nine months of
2004,  however,  discontinued  operations  used $3.6  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 $7.0 million
and resulted in a pre-tax gain of $1.7 million.

      In the nine months ended  September  30, 2005,  $16.7 million was spent on
capital  improvements,  as compared to $6.6 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.

      In 2003, the Company received a $10.0 million subordinated note from WPSC,
a former  subsidiary  of WHX,  which had been fully  reserved.  During the third
quarter of 2004, the Company collected $5.6 million upon the sale of the note to
a third party.

      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 nine months ended  September 30, 2004. In the same period of
2005, the Company's financing activities provided $8.4 million, principally from
increasing the balance outstanding under the Company's revolving credit facility
and term loans.


                                       21


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.

      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


                                       22


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.

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.


                                       23


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  September  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.

      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 September 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  September  30,  2005,  we did not
maintain effective controls over:


                                       24


      (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.

      (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.


                                       25


      (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.

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.


                                       26


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 previously  discussed,  after  emerging from  bankruptcy,  the
Company's 10 1/2% Senior Notes were deemed cancelled and annulled.

      At March 7, 2005,  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.

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


                                       27


                                   SIGNATURES

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

                                                  WHX CORPORATION

                                                  /s/ Robert K. Hynes
                                                  ------------------------------
                                                  Robert K. Hynes
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)

                                                  March 8, 2007