10-Q

                     --------------------------------------

                                    FORM 10-Q

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

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

For the quarterly period ended SEPTEMBER 30, 2007
                               ------------------

/ /   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.)

          1133 WESTCHESTER AVENUE
          WHITE PLAINS, NEW YORK                          10604
          ----------------------                          -----
 (Address of principal executive offices)              (Zip code)

        Registrant's telephone number, including area code: 914-461-1350

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

Indicate by check mark whether the registrant is 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 /X/   No / /

The number of shares of Common Stock issued and  outstanding as of September 30,
2007 was 10,000,498.


                                       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,
                                                                2007            2006            2007            2006
                                                           --------------- --------------  -------------   ---------------
                                                                        (in thousands - except per-share)

Net sales                                                    $ 182,400       $ 121,609       $ 477,091       $ 359,593

Cost of goods sold                                             147,796          97,711         382,837         290,767
                                                             ---------       ---------       ---------       ---------

Gross profit                                                    34,604          23,898          94,254          68,826

Selling, general and administrative expenses                    33,627          15,574          83,145          46,588
Proceeds from insurance claims                                       0            (810)         (5,689)           (810)
Environmental remediation expense                                2,527            --             2,527           2,909
Loss (gain) on disposal of assets                                  153              (4)            288              83
Asset impairment charge                                           --              --              --             1,778
Restructuring charges                                             --               485            --             2,416
                                                             ---------       ---------       ---------       ---------

Income (loss) from operations                                   (1,703)          8,653          13,983          15,862
                                                             ---------       ---------       ---------       ---------

Other:
      Interest expense                                          10,652           5,775          28,558          15,723
      Realized and unrealized loss on derivatives                  963           1,714           1,039           6,244
      Other expense (income)                                       138            (175)            328             (41)
                                                             ---------       ---------       ---------       ---------

Income (loss) from continuing operations before taxes          (13,456)          1,339         (15,942)         (6,064)

Tax provision (benefit)                                            213            (896)          2,230             339
                                                             ---------       ---------       ---------       ---------

Income (loss) from continuing operations, net of tax           (13,669)          2,235         (18,172)         (6,403)

Discontinued operations:
      Loss from discontinued operations                           --              --              --              (167)
      Gain on disposal, net of tax                                --             2,880            --             2,880
                                                             ---------       ---------       ---------       ---------
Net income-discontinued operations, net of tax of $1,639          --             2,880            --             2,713

                                                             ---------       ---------       ---------       ---------
Net income (loss)                                            $ (13,669)      $   5,115       $ (18,172)      $  (3,690)
                                                             =========       =========       =========       =========


BASIC AND DILUTED PER SHARE OF COMMON STOCK


Income (loss) from continuing operations, net of tax         $   (1.37)      $    0.22       $   (1.82)      $   (0.64)
Discontinued operations                                           --              0.29            --              0.27
                                                             ---------       ---------       ---------       ---------

Net income (loss) per share applicable to common stock       $   (1.37)      $    0.51       $   (1.82)      $   (0.37)
                                                             =========       =========       =========       =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                                             2


                                       WHX CORPORATION
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                                         (Unaudited)

                                                               September 30,  December 31,
                                                                   2007           2006
                                                               -------------  ------------
                                                            (Dollars and shares in thousands)
ASSETS
Current Assets:
      Cash and cash equivalents                                 $   8,942      $   4,776
      Trade receivables - net                                     108,184         58,697
      Inventories                                                  85,703         57,177
      Deferred income taxes                                           899            339
      Assets held for sale                                           --            3,967
      Other current assets                                         12,236          5,611
                                                                ---------      ---------
                 Total current assets                             215,964        130,567

Property, plant and equipment at cost, less
        accumulated depreciation and amortization                 122,845         78,120
Goodwill and other intangibles, net                               102,970         68,272
Other non-current assets                                           19,555         16,906
                                                                ---------      ---------
                                                                $ 461,334      $ 293,865
                                                                =========      =========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities:
     Trade payables                                             $  61,247      $  39,194
     Accrued environmental liability                                6,680          9,421
     Accrued liabilities                                           48,589         28,456
     Accrued interest expense - related party                      15,787          9,827
     Current portion of long-term debt                             61,240          4,778
     Current portion of long-term debt - related party            103,316           --
     Short-term debt                                               59,771         40,321
     Deferred income taxes                                            123            123
                                                                ---------      ---------
               Total current liabilities                          356,753        132,120

Long-term debt                                                     89,473         70,901
Long-term debt - related party                                     48,910         89,627
Accrued pension liability                                          28,095         53,445
Other employee benefit liabilities                                  8,064          8,667
Deferred income taxes                                               5,306          2,868
Other liabilities                                                   3,211           --
                                                                ---------      ---------
                                                                  539,812        357,628
                                                                ---------      ---------
Stockholders' (Deficit) Equity:
Preferred stock- $.01 par value; authorized 5,000
     shares; issued and outstanding -0- shares                       --             --
Common stock -  $.01 par value; authorized 50,000 and 40,000
   shares, respectively; issued and outstanding 10,000 shares         100            100
Warrants                                                            1,287          1,287
Accumulated other comprehensive loss                              (43,961)       (47,335)
Additional paid-in capital                                        395,618        394,308
Accumulated deficit                                              (431,522)      (412,123)
                                                                ---------      ---------
Total stockholders' deficit                                       (78,478)       (63,763)
                                                                ---------      ---------
                                                                $ 461,334      $ 293,865
                                                                =========      =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                              3


                                              WHX CORPORATION
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (Unaudited)

                                                                           Nine Months Ended September 30,
                                                                              2007                 2006
                                                                           ----------           ----------
                                                                                    (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                   $ (18,172)           $  (3,690)

Adjustments to reconcile net loss to net cash provided by
    (used in) operating activities:
  Depreciation and amortization                                               13,325                9,312
  Non-cash stock based compensation                                            1,644                 --
  Acquired in-process research and development                                 1,520                 --
  Asset impairment charge                                                       --                  1,778
  Amortization of debt related costs                                           1,421                1,684
  Payment-in-kind interest on related party debt                               3,018                 --
  Other postretirement benefits                                                  488                  (47)
  Curtailment of employee benefit obligations                                    727                  128
  Loss on asset dispositions                                                     288                  106
  Equity in after-tax income of affiliated companies                             (41)                (134)
  Gain on sale of investment in an affiliate                                    --                   (187)
  Unrealized loss (gain) on derivatives                                          144                 (963)
  Reclassification of net cash settlements on derivative instruments             895                7,207
  Discontinued operations                                                       --                 (4,518)
Decrease (increase) in working capital elements,
  net of effect of acquisitions:
      Trade receivables                                                      (17,311)              (9,743)
       Inventories                                                            11,497                 (259)
       Other current assets                                                    1,363                  963
       Accrued interest expense-related party, net                             5,633                3,640
       Other current liabilities                                             (19,100)             (15,461)
  Other items-net                                                                173                 (897)
  Discontinued operations                                                       --                   (401)
                                                                           ---------            ---------
Net cash used in operating activities                                        (12,488)             (11,482)
                                                                           ---------            ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Bairnco, net of cash acquired                               (99,492)                --
  Plant additions and improvements                                            (7,040)              (6,837)
  Net cash settlements on derivative instruments                                (895)              (7,207)
  Proceeds from sales of assets                                                4,323                  139
  Proceeds from sale of investment in an affiliate                              --                    616
  Discontinued operations                                                       --                  7,216
                                                                           ---------            ---------
Net cash used in investing activities                                       (103,104)              (6,073)
                                                                           ---------            ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from term loans - related party                                   115,080               19,000
  Proceeds from term loans - Domestic                                         76,000                7,000
  Proceeds from term loans - Foreign                                              93                 --
  Net increase in short term debt                                              7,878                  702
  Repayments of term loans - related party                                   (55,499)                --
  Repayments of term loans - Foreign                                            (365)                (343)
  Repayments of term loans - Domestic                                        (20,694)              (7,534)
  Deferred finance charges                                                    (3,937)                (216)
  Net change in overdrafts                                                     1,001                 (404)
                                                                           ---------            ---------
Net cash provided by financing activities                                    119,557               18,205
                                                                           ---------            ---------
NET CHANGE FOR THE PERIOD                                                      3,965                  650
EFFECT OF EXCHANGE RATE CHANGES ON NET CASH                                      201                  142
Cash and cash equivalents at beginning of period                               4,776                4,076
                                                                           ---------            ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $   8,942            $   4,868
                                                                           =========            =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                                    4


                                                           WHX CORPORATION
                                             CONDENSED CONSOLIDATED STATEMENT OF CHANGES
                                                  IN STOCKHOLDERS' (DEFICIT) EQUITY
                                                             (Unaudited)

                                                                    Nine Months Ended September 30, 2007
(dollars and shares in thousands)
                                           Shares         Common Stock,        Accumulated         Accumulated            Total
                                             of           Warrants and           Deficit              Other           Stockholders'
                                           Common       Additional Paid-in                        Comprehensive     (Deficit) Equity
                                           Stock             Capital                                  Loss
                                        ------------    ------------------   ----------------   ------------------  ----------------

Balance at December 31, 2006                10,000          $ 395,695           $(412,123)          $ (47,335)          $ (63,763)
Cumulative effect of adoption of
FIN 48  (Note 5)                              --                 --                (1,227)               --                (1,227)
                                         ---------          ---------           ---------           ---------           ---------
Balance at January 1, 2007                  10,000          $ 395,695           $(413,350)          $ (47,335)          $ (64,990)

Grant of stock options                        --                1,310                --                  --                 1,310

Net loss                                      --                 --               (18,172)               --               (18,172)
Currency translation adjustments              --                 --                  --                 2,028               2,028
Curtailment adjustment                        --                 --                  --                 1,346               1,346
                                                                                                                        ---------
Comprehensive loss                                                                                                        (14,798)

                                         ---------          ---------           ---------           ---------           ---------
Balance at September 30, 2007               10,000          $ 397,005           $(431,522)          $ (43,961)          $ (78,478)
                                         =========          =========           =========           =========           =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                                                 5


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 group of businesses on a decentralized  basis. WHX owns
Handy & Harman  ("H&H"),  which is a  diversified  manufacturing  company  whose
strategic  business units encompass three reportable  segments:  precious metal,
tubing, and engineered materials.  H&H's precious metal 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.  The  tubing  segment  manufactures  and sells  tubing
products and  fabrications  primarily  from  stainless  steel,  carbon steel and
specialty  alloys,  for use in a wide variety of  industrial  applications.  The
engineered  materials segment manufactures a) specialty roofing and construction
fasteners, using steel and plastic, which are sold to the construction and do-it
yourself  markets,  b) plastic and steel fittings and connectors for natural gas
and water distribution, and non-ferrous thermite welding powders, which are sold
to  the  construction,   electric,   and  natural  gas  and  water  distribution
industries,  and c)  electrogalvanized  products  used in the  construction  and
appliance  industries.  In  April  2007,   WHX  acquired   Bairnco   Corporation
("Bairnco").  See Note  2-Acquisition  of Bairnco.  Bairnco's  Arlon  electronic
materials  ("Arlon EM") segment  designs,  manufactures,  markets and sells high
performance   laminate   materials   and   bonding   films   utilized   in   the
military/aerospace,  wireless  communications,  automotive,  oil  drilling,  and
semiconductor  markets.  Among the products included in the Arlon EM segment are
high  technology  materials for the printed  circuit board industry and silicone
rubber  products for  insulating  tapes and flexible  heaters.  Bairnco's  Arlon
coated materials (`Arlon CM") segment designs,  manufactures,  markets and sells
laminated  and coated  products to the  electronic,  industrial  and  commercial
markets  under the Arlon and Calon brand names.  Among the products  included in
the Arlon CM segment are vinyl films for graphics art  applications,  foam tapes
used  in  window  glazing,  and  electrical  and  thermal  insulation  products.
Bairnco's Kasco replacement products and services ("Kasco") segment is a leading
provider of meat-room products (principally  replacement band saw blades) and on
site  maintenance  services  principally  to retail food  stores,  meat and deli
operations,  and meat,  poultry and fish processing plants throughout the United
States,  Canada and Europe.  In Canada and France,  in addition to providing its
replacement  products,  Kasco also sells  equipment to the  supermarket and food
processing industries.  The results of operations of Bairnco are included in the
financial results of WHX beginning April 13, 2007. WHX, together with all of its
subsidiaries, are referred to herein as the "Company."

NOTE 2 - ACQUISITION OF BAIRNCO

      On April 12, 2007, WHX and Steel Partners II, L.P.  ("Steel") entered into
a Stock Purchase  Agreement  whereby WHX acquired  Steel's entire interest in BZ
Acquisition  Corp.  ("BZA"),  a  wholly  owned  subsidiary  of Steel  (the  "BZA
Transfer") for $10.00.  BZA was the acquisition  subsidiary in a tender offer to
acquire up to all of the  outstanding  stock of Bairnco  for $13.50 per share in
cash. Steel also  beneficially  owns  approximately  50.3% of WHX's  outstanding
common  stock.  WHX also agreed to reimburse  all  reasonable  fees and expenses
incurred by Steel in  connection  with the Offer and the Merger (each as defined
below).

       Steel,  BZA, and Bairnco  entered  into an  Agreement  and Plan of Merger
dated as of February  23, 2007 (the "Merger  Agreement"),  pursuant to which BZA
amended its tender  offer to acquire  all of the  outstanding  common  shares of
Bairnco at a price of $13.50 per share in cash (the "Offer").  In addition,  all
Bairnco  shareholders  of record on March 5, 2007  continued  to be  entitled to
receive the declared first quarter  dividend of $0.10 per share,  for total cash
proceeds of $13.60 per share.  On April 13,  2007,  upon the  expiration  of the
Offer pursuant to the Merger Agreement,  BZA acquired approximately 88.9% of the
outstanding common stock of Bairnco.

      Pursuant to the Merger  Agreement,  on April 24, 2007, BZA was merged with
and into Bairnco with  Bairnco  continuing  as the  surviving  corporation  as a
wholly owned  subsidiary of WHX (the  "Merger").  At the  effective  time of the
Merger,  each Bairnco common share then outstanding  (other than shares owned by
BZA or its direct parent  entity,  shares owned by Bairnco as treasury stock and
shares held by stockholders who properly  exercised their appraisal  rights) was
automatically  converted  into the  right to  receive  $13.50  per share in cash
without interest and subject to applicable withholding taxes.  Immediately prior
to the  Merger,  BZA held  approximately  90.1%  of the  outstanding  shares  of
Bairnco.  The  proceeds  required  to fund  the  closing  of the  Offer  and the
resulting Merger and to pay related fees and expenses were approximately  $101.4
million.  In  connection  with the closing of the Offer,  initial  financing was
provided by Steel through two credit facilities,  one of which was refinanced on
July 18, 2007. These credit facilities are described in Note 10- Debt. The Offer
and the Merger are referred to as the "Bairnco Acquisition".

      WHX believes that the Bairnco  Acquisition  will be beneficial  because of
Bairnco's  strong positions in its three business  segments,  and that Bairnco's
plant level operations, profit margins and working capital can be improved.

      The Bairnco  Acquisition  was accounted  for under the purchase  method of
accounting.  As noted  above,  the  operations  of  Bairnco  comprise  three new
reportable  segments for WHX;  Arlon EM, Arlon CM, and Kasco.  Management of the
Company is responsible for valuing the assets and liabilities acquired, and such
valuation has not yet been completed. The preliminary purchase price allocation,
subject to change pending completion of the final valuation and analysis,  is as
follows:


                                       6


Current assets                   $  80,222
Property, plant & equipment         49,124
Identifiable intangible assets      23,781
Other non-current assets               468
Goodwill                            14,947
Current liabilities                (29,845)
Debt                               (31,078)
Other long term liabilities         (6,229)
                                 ---------
   Purchase price                $ 101,390
                                 =========

      The  components  of the $23.8 million of estimated  acquired  Identifiable
Intangible Assets, listed in the above table, are as follows:

                                             Amount     Amortization
                                             ------        Period
                                         (in thousands)    ------

Customer relationships                      $19,030       10 years
Trade names                                   2,003       10 years
Engineering drawings                            246       10 years
Backlog                                         785
In-process research and development           1,520
Other                                           197       10 years
                                            -------
Total Identifiable intangible assets        $23,781
                                            =======

      Amortization  expense on these intangible assets recorded from acquisition
through  September  30, 2007 was  approximately  $1.0  million.  The backlog and
in-process research and development intangible assets were fully expensed in the
third quarter ended  September  30, 2007.  Goodwill has an indefinite  life and,
accordingly,  will not be amortized,  but will be subject to periodic impairment
testing at future periods in accordance  with Statement of Financial  Accounting
Standards   ("SFAS")  No.  142,   "Goodwill   and  Other   Intangible   Assets".
Approximately  $1.4 million of goodwill  related to prior  acquisitions  made by
Bairnco is expected to be amortizable for income tax purposes.

      Effective  April 13, 2007, the  consolidated  financial  statements of the
Company include the actual results of operations of Bairnco. The following table
summarizes  unaudited  pro forma  financial  data for the combined  companies as
though the Company had acquired Bairnco as of January 1, 2006:


                                       7


                                              PRO FORMA COMBINED FINANCIAL INFORMATION

                                                    For the Three Months Ended September 30, For the Nine Months Ended September 30,
             (in thousands)                                  2007             2006                   2007             2006
                                                    ------------------- -------------------- ------------------- -------------------

Net sales                                                 $ 182,400        $ 164,908              $ 531,860        $ 490,744

Loss from continuing operations before income taxes       $  (5,102)       $  (2,906)             $ (18,507)       $ (14,638)

Loss from continuing operations, net of tax               $  (5,826)       $  (1,841)             $ (21,098)       $ (14,731)

Discontinued operations, net of tax                           --           $   2,880                  --           $   2,713

Net income (loss)                                         $  (5,826)       $   1,039              $ (21,098)       $ (12,018)

Loss from continuing operations per common share          $   (0.58)       $   (0.18)             $   (2.11)       $   (1.47)

Discontinued operations per common share                      --           $    0.29                   --          $    0.27

Net income (loss) per common share                        $   (0.58)       $    0.10              $   (2.11)       $   (1.20)

      Included  in the  above  pro  forma  results  for the  nine  months  ended
September 30, 2007 are  non-recurring  pre-tax charges of $5.7 million  incurred
because of the change in control of Bairnco and costs of $1.4  million  relating
to the tender offer for Bairnco shares.  Other  non-recurring  charges  totaling
$7.8 million that are included in the  consolidated  statement of  operations of
WHX for the three and nine months ended  September  30, 2007 have been  excluded
from the above  pro  forma  results  of  operations.  Such  charges  consist  of
approximately  $5.5 million of acquired  manufacturing  profit in inventory that
was charged to cost of sales,  approximately $1.5 million of acquired in-process
research and development  costs, and $0.8 million of acquired  backlog,  and all
are related  directly to the  acquisition.  Also included in the above pro forma
pretax  results  for the nine  month  period is pre-tax  income of $5.7  million
resulting from WHX's settlement of a fire insurance claim from a prior year.

      Pro forma adjustments to the historical  results of operations for each of
the   periods   presented   include   additional   interest   expense   on   the
acquisition-related financing,  additional depreciation and amortization expense
relating  to  the  higher  basis  of  fixed  assets  and  acquired   amortizable
intangibles, and the elimination of Federal income taxes on Bairnco's results of
operations.  Since Bairnco will be included in the  consolidated  federal income
tax return of WHX, and due to the  uncertainty of realizing the benefit of WHX's
net  operating  loss  carryforwards  ("NOLs")  in the  future,  a  deferred  tax
valuation  allowance has been  established  on a  consolidated  basis.  Interest
expense  reflects  a  refinancing  of  approximately   $56  million  of  initial
acquisition financing three months after the acquisition date (specifically,  on
April 1, 2006 in the pro forma results). Bairnco actually refinanced the initial
acquisition  financing  approximately  three months (July 2007) after the actual
acquisition date.

      The pro forma  information  noted above should be read in conjunction with
the related  historical  information  and is not  necessarily  indicative of the
results that would have been attained had the  transaction  actually taken place
as of January 1, 2006; nor is it indicative of any future  operating  results of
the combined entities.

NOTE 3 - LIQUIDITY

      The Company has incurred  significant  losses and negative cash flows from
operations  in recent  years,  and as of September  30, 2007 had an  accumulated
deficit of $431.5  million.  As of September  30, 2007,  the  Company's  current
assets  totaled  $216.0  million  and its  current  liabilities  totaled  $356.8
million;  a working capital  deficit of $140.8 million.  Included in the current
liabilities  as of  September  30,  2007 is a total of  $124.2  million  of loan
principal,  interest,  and  manditorily  redeemable  preferred  stock payable to
Steel,  a related  party.  Such amounts are  expected to be either  partially or
totally repaid after the completion of a proposed rights offering. See Note 14 -
Subsequent  Events.  The Company's  working capital deficit at December 31, 2006
was $1.6 million.  As of September 30, 2007,  the majority of the Company's debt
has been  classified  as  short-term  since its maturity  date is within  twelve
months  (June  30,  2008);  whereas  as of  December  31,  2006,  such  debt was
classified as long-term  since its maturity date exceeded one year.  The Company
intends to refinance its debt, but there can be no assurance that such financing
will be  available  or available  on terms  acceptable  to the  Company.  If the
Company cannot  refinance H&H's debt that is due on June 30, 2008,  there can be
no  assurance  that H&H will be able to continue  to operate its  business or to
provide WHX with  additional  capital to fund its operations.  Additionally,  at
times over the past several years,  H&H had not been in compliance  with certain
of its bank covenants and obtained a number of waivers from its lenders  related
to such covenants.  As previously  noted,  Bairnco's bank debt was refinanced in
July 2007 with a new scheduled maturity of 2012.


                                       8


      WHX is a  holding  company  and  has as  its  sole  source  of  cash  flow
distributions  from  its  operating  subsidiaries,  H&H and  Bairnco,  or  other
discrete  transactions.  H&H's credit facilities effectively do not permit it to
transfer any cash or other assets to WHX (with the exception of (i) an unsecured
loan for required  payments to the defined benefit pension plan sponsored by WHX
(the "WHX Pension Plan"), (ii) an unsecured loan for other uses in the aggregate
principal  amount  not to  exceed  $3.5  million , of which  approximately  $3.4
million has already  been  distributed,  (iii) the loan,  distribution  or other
advance of up to approximately $7.4 million, subject to certain limitations,  to
the extent  loaned by Steel to H&H,  of which  approximately  $2.3  million  has
already been distributed,  and (iv) up to $13.1 million to be used by WHX solely
to make a  contribution  to the WHX Pension Plan,  which  contribution  of $13.0
million  was  made  on  September  12,  2007).   H&H's  credit   facilities  are
collateralized by substantially all of H&H's assets. Similarly, Bairnco's credit
facilities  do not  permit  it to make any  distribution,  pay any  dividend  or
transfer any cash or other assets to WHX other than common stock of Bairnco.

      WHX's ongoing operating cash flow  requirements  consist of paying certain
administrative  costs and funding the  minimum  requirements  of the WHX Pension
Plan. On September 12, 2007, WHX made a payment to the WHX Pension Plan of $13.0
million,  which exceeded the minimum  required  contribution  under the Employee
Retirement,  Income and Security Act of 1974, as amended ("ERISA").  As a result
of such accelerated  contribution,  the future required contributions to the WHX
Pension Plan are  expected to decline,  with no  contribution  required in 2008,
based on an estimate  from our actuary.  As of September  30, 2007,  WHX and its
subsidiaries  that are not  restricted  by loan  agreements  or  otherwise  from
transferring  funds to WHX (collectively,  its "Unrestricted  Subsidiaries") had
cash of approximately $2.7 million and current liabilities of approximately $7.9
million,  including  $5.1 million of  mandatorily  redeemable  preferred  shares
payable to a related party.

      H&H's  availability  under its credit facilities as of September 30, 2007,
was approximately $18.0 million.

      On March 29,  2007,  all such H&H credit  facilities,  including  the term
loans,  were  amended to (i)  redefine  EBITDA,  (ii) reset the levels and amend
certain of the financial  covenants,  (iii) extend the  termination  date of the
credit  facilities  from  March  31,  2007 to June 30,  2008,  (iv)  permit  the
extension  by H&H to WHX of an unsecured  loan for required  payments to the WHX
Pension Plan, under certain  conditions,  and (v) permit the extension by H&H to
WHX of an unsecured loan for other uses in the aggregate principal amount not to
exceed $3.5 million under certain  conditions.  The amendments also provided for
the pledge of 65% of all  outstanding  securities of Indiana Tube Danmark A/S, a
Danish corporation and a wholly-owned indirect subsidiary of H&H, and Protechno,
S.A.,  a French  corporation  and a  wholly-owned  indirect  subsidiary  of H&H.
Finally,  the amendments  also provided for waivers of certain events of default
existing as of March 29, 2007.

      On June 15,  2007,  the lenders  under H&H's credit  facilities  granted a
waiver to the events of default  arising as a result of the Order of Prejudgment
Attachment  entered by the Superior Court of Fairfield County,  Connecticut (the
"Fairfield  Superior  Court")  on  December  18,  2006 in  connection  with  the
litigation  known as HH East Parcel v. Handy & Harman  currently  pending in the
Fairfield  Superior  Court in the  amount of  $3,520,200  and the Notice of Bank
Attachment/Garnishment  dated May 21,  2007 by the State  Marshal  of  Fairfield
County,  Connecticut  to JPMorgan  Chase Bank in the amount of  $3,520,200,  and
related matters (see Note 13- Contingencies).

      On July 27, 2007, H&H and certain of its  subsidiaries  amended its credit
facilities, effective as of July 20, 2007 to, among other things, (i) change the
definition  of  EBITDA,  (ii)  permit  additional  loans  by  Steel to H&H in an
aggregate  amount  not  to  exceed  $7,389,276,   and  (iii)  permit  the  loan,
distribution  or other  advances by H&H to WHX of up to  $7,389,276,  subject to
certain limitations,  to the extent loaned by Steel to H&H as permitted by these
amendments. On July 31, 2007, Steel loaned H&H $5,689,276.

      On September  10, 2007,  H&H and certain of its  subsidiaries  amended its
credit  facilities,  to, among other things,  (i) provide for an additional term
loan by Steel of $8,000,000 to H&H and its subsidiaries,  and (ii) permit a loan
by  H&H  to WHX  of up to  $13,100,000  to be  used  by  WHX  solely  to  make a
contribution  to the WHX Pension Plan. On September 12, 2007, the Company made a
payment to the WHX Pension  Plan of $13.0  million,  which  exceeded the minimum
required contribution under ERISA. As a result of such accelerated contribution,
the Company's required  contributions to the WHX Pension Plan over the next five
years are expected to decline,  and the Company believes that the full amount of
the Internal Revenue Service ("IRS")  conditional  waiver of the minimum funding
requirements  for the WHX Pension Plan for the 2005 plan year ("IRS Waiver") has
been repaid.  Subject to the Pension  Benefit  Guaranty  Corporation's  ("PBGC")
confirmation  that the IRS Waiver amount has been paid in full, the  subordinate
liens granted to the PBGC shall be terminated.

      On March 4, 2007, the Company sold certain assets,  including the land and
building,  certain machinery and equipment,  and inventory of its Handy & Harman
Electronic Materials Corporation subsidiary,  located in East Providence,  Rhode
Island,   as  well  as  certain   assets  and  inventory   located  in  Malaysia
(collectively  referred to as "HHEM") for net  proceeds  of  approximately  $3.8
million. Of the total net proceeds, $2.5 million was used to make an incremental
payment to the WHX Pension Plan, pursuant to the terms of a prior agreement with
the PBGC.  Under the  terms of the sale  agreement,  the  Company  has  retained
responsibility   for  any  pre-existing   environmental   conditions   requiring
remediation at the Rhode Island site.


                                       9


      Bairnco  became a  wholly-owned  subsidiary of WHX in April 2007.  Initial
financing  to fund the tender  offer to acquire  Bairnco  was  provided by Steel
through two credit  facilities,  in the approximate  aggregate  amount of $101.4
million. The Bairnco senior secured credit facility dated as of November 9, 2006
with Bank of America,  N.A. (the "Bairnco Senior Secured Credit Facility"),,  as
well as a portion of the initial  financing,  were  refinanced on July 18, 2007.
The availability  under Bairnco's new revolving credit facility on September 30,
2007 was approximately  $12.6 million.  These credit facilities are described in
Note 10- Debt.

      In addition to the obligations  under the current credit  facilities,  the
Company also has significant cash flow obligations, including without limitation
the  amounts  due to the WHX  Pension  Plan,  as  amended  by the IRS Waiver and
settlement  agreement  with the PBGC entered  into  December 28, 2006 (the "PBGC
Settlement Agreement"). As a result of the $13.0 million contribution to the WHX
Pension Plan in September 2007, however, the Company's required contributions to
the WHX Pension Plan over the next five years are  expected to decline,  and the
Company believes that the full amount of the IRS Waiver has been repaid. Subject
to the PBGC's confirmation that the IRS Waiver amount has been paid in full, the
subordinate liens granted to the PBGC shall be terminated. The Company continues
to  examine  all  of  its  options  and  strategies,   including   acquisitions,
divestitures,  and  other  corporate  transactions,  to  increase  cash flow and
stockholder value, as well as considering the reduction of certain discretionary
expenses and sale of certain non-core  assets.  The Company intends to refinance
the H&H  debt  prior to  maturity.  There  can be no  assurance  that the  funds
available from  operations  and under the Company's  credit  facilities  will be
sufficient to fund debt service costs,  working  capital  demands,  pension plan
contributions,  and environmental remediation costs, or that the Company will be
able to obtain replacement  financing at commercially  reasonable terms upon the
expiration of the H&H credit facilities in June 2008. The Company's inability to
generate  sufficient cash flows from its operations or to refinance the H&H debt
on commercially  reasonable terms could impair the liquidity of H&H and WHX, and
will  likely  have a  material  adverse  effect  on  H&H's  business,  financial
condition and results of operations,  and could raise substantial doubt that H&H
and WHX will be able to continue to operate.

      We do not anticipate that we will have any additional sources of cash flow
other than (i) as described above, (ii) from operations,  (iii) from the sale of
non-core assets, (iv) from the refinancing of our debt and (v) from the proceeds
of a rights offering  (described in Note 14 - Subsequent  Events).  In addition,
the proceeds of the rights offering are expected to be used to redeem  preferred
stock and to retire  indebtedness,  and  accordingly  will not be available  for
general  corporate  purposes.  If we fail to  refinance  our debt and complete a
successful rights offering,  we will likely face substantial  liquidity problems
and our ability to operate could be adversely affected.

NOTE 4 - BASIS OF PRESENTATION

      The condensed  consolidated  balance sheet as of December 31, 2006,  which
has been derived from audited financial statements,  and 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  ("SEC").  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,  2006.  Certain  amounts  for the  prior  year  period  have  been
reclassified to conform to the current year presentation.

      In the opinion of management, the interim financial statements reflect all
normal and recurring  adjustments  necessary to present fairly the  consolidated
financial  position and the results of operations  and changes in cash flows for
the interim periods.  The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.  The results
of operations for the nine months ended  September 30, 2007 are not  necessarily
indicative of the operating results for the full year.

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      In June 2006, the Financial  Accounting Standards Board (FASB) issued FASB
Interpretation   No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes,  an
Interpretation  of SFAS  Statement  109" ("FIN No.  48"),  which  clarifies  the
accounting for uncertainty in tax positions.  This Interpretation  provides that
the  tax  effects  from an  uncertain  tax  position  can be  recognized  in the
financial  statements,  only if the  position  is more  likely than not of being
sustained  on  audit,  based  on  the  technical  merits  of the  position.  The
provisions of FIN No. 48 are effective as of the beginning of fiscal 2007,  with
the  cumulative  effect of the change in  accounting  principle  recorded  as an
adjustment to opening retained earnings.


                                       10


      The Company  adopted the provisions of FIN No. 48 on January 1, 2007. As a
result of the  implementation  of FIN No. 48, an increase in the  liability  for
unrecognized   income  tax  benefits  of  $1.2  million  was   recognized,   and
accordingly,  an adjustment to opening  retained  earnings was recorded.  At the
adoption date of January 1, 2007,  the Company had $2.7 million of  unrecognized
tax benefits, all of which would affect its effective tax rate if recognized. At
September 30, 2007, the Company has $3.3 million of  unrecognized  tax benefits.
The increase in the amount of unrecognized tax benefits in the nine month period
ended September 30, 2007 related  principally to interest and to the acquisition
of Bairnco.

      The Company  recognizes  interest and  penalties  related to uncertain tax
positions in income tax expense.  As of September 30, 2007,  approximately  $0.6
million of  interest  related to  uncertain  tax  positions  is  accrued.  It is
reasonably  possible  that the total amount of  unrecognized  tax benefits  will
decrease by as much as $0.4 million during the next twelve months as a result of
the  lapse  of  the  applicable   statutes  of  limitations  in  certain  taxing
jurisdictions.  The tax years 2003-2006  remain open to examination by the major
taxing jurisdictions to which the Company is subject.

      The  Company's  tax  provisions  included  in the  Condensed  Consolidated
Statements  of Operations  for all periods  presented are comprised of state and
foreign taxes. The Company has not recorded federal income tax benefits in these
periods since in the opinion of management;  it is more likely than not that the
benefit of the  Company's  NOLs will not be realized in the future.  The Company
records a valuation allowance against deferred tax assets resulting from NOL's.

      In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157").  SFAS No. 157 defines fair value,  establishes a framework for
measuring fair value in accordance with accounting principles generally accepted
in the United States,  and expands  disclosures  about fair value  measurements.
This  statement  does not require any new fair value  measurements;  rather,  it
applies under other accounting  pronouncements that require or permit fair value
measurements.  The  provisions  of SFAS No. 157 are  effective  for fiscal years
beginning  after  November 15, 2007.  The Company is  currently  evaluating  the
impact of  adopting  SFAS No. 157 on its  consolidated  financial  position  and
results of operations.

      In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial  Assets and  Financial  Liabilities"  ("SFAS No.  159").  SFAS No. 159
permits  entities to choose to measure many  financial  instruments  and certain
other items at fair value.  SFAS No. 159 is effective for  financial  statements
issued for fiscal  years  beginning  after  November  15,  2007.  The Company is
currently  evaluating  the impact of adopting  SFAS No. 159 on its  consolidated
financial position and results of operations.

NOTE 6 - NET INCOME (LOSS) PER SHARE

      The  computation  of basic earnings or loss per common share is based upon
the weighted average number of shares of Common Stock outstanding  (10,000,498).
Diluted  earnings per share gives  effect to dilutive  potential  common  shares
outstanding during the period. The Company has potentially dilutive common share
equivalents including warrants and stock options and other stock-based incentive
compensation arrangements (See Note 7-Stock-Based Compensation). No common share
equivalents  were  dilutive in any period  presented.  For the nine months ended
September  30, 2006 and for the three and nine months ended  September 30, 2007,
the Company  reported a net loss and  therefore,  any  outstanding  warrants and
stock options would have had an anti-dilutive effect. For the three months ended
September 30, 2006, the Company's 753,155 warrants were  anti-dilutive,  and the
dilutive effect of the Company's  phantom stock options (See Note  7-Stock-Based
Compensation) was not material.

NOTE 7 - STOCK-BASED COMPENSATION

      Stock-based  compensation expense is recorded based on the grant-date fair
value  estimated  in  accordance  with the  provisions  of Revised SFAS No. 123,
"Accounting for Stock-Based Compensation," ("SFAS 123(R)"). The Company measures
stock-based  compensation cost at the grant date, based on the fair value of the
award,  and recognizes the expense on a straight-line  basis over the employee's
requisite service (vesting) period.

      The  Company had agreed to grant stock  options  upon  adoption of a stock
option plan by the Board of Directors and registration  thereof with the SEC, or
in lieu thereof, phantom stock options or equivalent other consideration (at the
sole  discretion  of the  Company),  to various  officers  and  employees of the
Company,  on or as of the following effective dates (in the case of December 31,
2006, on or before) and in the following respective amounts,  with strike prices
or equivalent values as if granted on the dates set forth:

                      June 30, 2006        25,000 shares
                      September 30, 2006   130,000 shares
                      December 31, 2006    205,000 shares
                      September 30, 2007   60,000 shares


                                       11


      The trading price per share of the  Company's  common stock as of June 30,
2006 and September 30, 2006 was $9.20 and $9.00, respectively and as of December
31, 2006 the trading price was $8.45 per share.

      At the Company's  Annual  Meeting of  Shareholders  on June 21, 2007,  the
Company's  shareholders  approved a  proposal  to adopt WHX  Corporation's  2007
Incentive  Stock Plan (the "2007 Plan"),  and reserved  800,000 shares of common
stock under the 2007 Plan.  On July 6, 2007,  stock  options for an aggregate of
620,000 shares of common stock were granted under the 2007 Plan to employees and
to two outside  directors  of the  Company,  at an  exercise  price of $9.00 per
share.  The options are  exercisable  in  installments  as follows:  half of the
options granted were exercisable immediately, one-quarter of the options granted
become exercisable on July 6, 2008 and the balance become exercisable on July 6,
2009. The options will expire on July 6, 2015.

      The Company  satisfied  the  obligation  for the phantom  stock options by
granting actual stock options to various members of management on July 6, 2007.

      The Company  estimated  the fair value of the stock  options in accordance
with SFAS No.123(R) using a  Black-Scholes  option-pricing  model.  The expected
average  risk-free  rate is based on U.S.  treasury  yield  curve.  The expected
average life  represents the period of time that options granted are expected to
be outstanding. Expected volatility is based on historical volatilities of WHX's
post-bankruptcy common stock. The expected dividend yield is based on historical
information and management's plan.

                              Nine Months Ended
Assumptions                   September 30, 2007
- -----------------------       ------------------
Risk-free interest rate             5.08%
Expected dividend yield             0.00%
Expected life (in years)          4.5 years
Volatility                         49.1%

      The  Company  has  recorded  $0.4  million  and $1.3  million of  non-cash
stock-based  compensation  expense  related to these stock options for the three
and nine month periods ended September 30, 2007, respectively.

      Activity related to the Company's 2007 Plan was as follows:

                                                               Weighted-
                                                 Weighted-      Average
                                                  Average      Remaining      Aggregate
                                      Shares     Exercise     Contractual     Intrinsic
      Options                         (000's)      Price         Term        Value (000)
- --------------------------------      -------    --------     -----------    -----------

Outstanding at January 1, 2007          --
Granted                                 620        $9.00                        --
Exercised                               --                                      --
Forfeited or expired                    --                                      --
Outstanding at September 30, 2007       620        $9.00         7.77           --
Exercisable at September 30, 2007       310        $9.00         7.77           --

     Nonvested Shares             Shares (000's)   Fair Value
- -------------------------------   --------------   ----------

Nonvested at January 1, 2007          --
Granted                               620          $   3.78
Vested                                310          $   3.78
Forfeited                             --
Nonvested at September 30, 2007       310          $   3.78


                                       12


      As of  September  30,  2007 there was $1.0  million of total  unrecognized
compensation  cost related to nonvested  share based  compensation  arrangements
granted  under the 2007 Plan.  That cost is  expected  to be  recognized  over a
weighted-average  period of 1.77 years. The total fair value of shares vested as
of September 30, 2007 was $1.2 million.

      On July 6, 2007, the  Compensation  Committee of the Board of Directors of
the  Company  adopted  incentive  arrangements  for two  members of the Board of
Directors who are related parties to the Company.  These  arrangements  provide,
among other things,  for each to receive a bonus equal to 100,000  multiplied by
the  difference of the fair market value of the Company's  stock price and $9.00
per share.  The bonus is payable  upon the  sending of a notice by either  board
member, respectively.  The notice can be sent with respect to one-half the bonus
immediately,  with  respect to one  quarter,  at any time after July 6, 2008 and
with respect to the  remainder,  at any time after July 6, 2009.  The  incentive
arrangements  terminate  July 6, 2015,  to the extent not  previously  received.
Under SFAS 123(R), the Company is required to adjust its obligation for the fair
value of such incentive arrangements from the date of actual grant to the latest
balance sheet date and to record such incentive  arrangements  as liabilities in
the  consolidated  balance  sheet.  The Company  has  recorded  $0.3  million of
non-cash  compensation  expense related to these incentive  arrangements for the
three and nine month periods ended September 30, 2007.

NOTE 8 - INVENTORIES

      Inventories  at September  30, 2007 and December 31, 2006 are comprised as
follows:

(in thousands)                              September 30,    December 31,
                                                2007            2006
                                            -------------    ------------

Finished products                            $ 38,529        $ 16,162
In - process                                   14,483           5,743
Raw materials                                  27,400          25,423
Fine and fabricated precious metal in
various stages of completion                   10,291          17,702
                                             --------        --------
                                               90,703          65,030
LIFO reserve                                   (5,000)         (7,853)
                                             --------        --------
                                             $ 85,703        $ 57,177
                                             ========        ========

      In order to  produce  certain  of its  products,  the  Company  purchases,
maintains  and utilizes  precious  metal  inventory.  H&H enters into  commodity
futures and  forwards  contracts  on  precious  metal that are subject to market
fluctuations in order to economically hedge its precious metal inventory against
price fluctuations. As these derivatives are not designated as accounting hedges
under  SFAS  No.  133,  they  are  accounted  for as  derivatives  with no hedge
designation.  Accordingly,  the Company recognizes realized and unrealized gains
and  losses on the  derivative  instruments  related  to  precious  metal.  Such
realized and unrealized gains and losses are recorded in current period earnings
as  other  income  or  expense  in  the  Company's   consolidated  statement  of
operations.  The three month periods  ended  September 30, 2007 and 2006 include
losses  of $1.0  million  and $1.7  million,  respectively,  and the nine  month
periods  ended  September  30, 2007 and 2006 include  losses of $1.0 million and
$6.2 million,  respectively,  relating to these  adjustments.  In addition,  the
Company records its precious metal  inventory at LIFO cost,  subject to lower of
cost or market with any  adjustments  recorded  through cost of goods sold.  The
market value of the precious  metal  inventory  exceeded LIFO value cost by $5.0
million  and  $7.9  million  at  September  30,  2007  and  December  31,  2006,
respectively.

      Certain  customers  and suppliers of H&H choose to do business on a "toll"
basis, and furnish precious metal to H&H for return in fabricated form (customer
metal) or for purchase from or return to the supplier.  When the customer  metal
is returned in fabricated  form,  the customer is charged a fabrication  charge.
The value of this customer metal is not included in the Company's balance sheet.
In the first quarter of 2007, the Company received 400,000 troy ounces of silver
from a customer under an unallocated pool account  agreement.  Such agreement is
cancelable by the customer upon six months notice. Because of a reduction in its
operating  needs as well as a result of this  agreement,  the quantity of silver
owned by the Company  declined by 639,000 troy ounces as of September  30, 2007.
The Company  deferred $3.6 million of profit  arising from this  liquidation  of
LIFO inventory, which is currently being treated as temporary, and such deferral
is included in accrued liabilities on the September 30, 2007 balance sheet.


                                       13


                                                September 30,   December 31,
                                                   2007           2006
                                                ----------      ------------
   Silver ounces:
     Customer metal                                735,564         137,711
     H&H owned metal                               419,311       1,057,900

   Gold ounces:
     Customer metal                                    377             907
     H&H owned metal                                 5,347           5,800

   Palladium ounces:
     Customer metal                                  1,340           1,338
     H&H owned metal                                 1,535           1,535

Supplemental inventory information:
                                                September 30,   December 31,
                                                   2007           2006
                                                ----------      ------------
                                              (in thousands, except per ounce)
Precious metal stated at LIFO cost              $    5,291      $    9,849
Market value per ounce:
   Silver                                       $    13.80      $    12.85
   Gold                                         $   743.56      $   635.99
   Palladium                                    $   343.75      $   323.50

      One of Bairnco's  suppliers informed Bairnco that it will be discontinuing
production of a particular  raw material.  Certain  customers  have paid Bairnco
warehousing and procurement fees to secure inventory levels of the raw material.
The fees paid by the customers are deferred on Bairnco's  balance sheet, and are
being amortized over periods  ranging from 12 to 72 months.  As of September 30,
2007,  $1.0  million is  included  in current  liabilities  and $2.1  million is
included  in  long-term   liabilities  on  the  consolidated  balance  sheet  in
connection with these customer agreements.

NOTE 9 - PENSIONS, OTHER POSTRETIREMENT AND POST-EMPLOYMENT BENEFITS

      The following  table presents the components of net periodic  pension cost
(credit)  for the  Company's  pension  plans for the three and nine months ended
September  30, 2007 and 2006.  The  pension  cost  (credit) of the Bairnco  U.S.
pension plans is included in the three and nine month period of 2007 since April
13, 2007, the date of the Bairnco Acquisition.

(in thousands)                        Three Months Ended            Nine Months Ended
                                         September 30,                September 30,
                                       2007        2006              2007        2006
                                     --------    --------          --------    --------
Service cost                         $     96    $     41          $    261    $    182
Interest cost                           6,671       5,844            19,017      17,210
Expected return on plan assets         (8,499)     (7,171)          (24,285)    (21,264)
Amortization of prior service cost         20          16                75          54
Recognized actuarial (gain)/loss          151        --                 675         303
Special termination benefit charge       --          --                --           128
                                     --------    --------          --------    --------
                                     $ (1,561)   $ (1,270)         $ (4,257)   $ (3,387)
                                     ========    ========          ========    ========

      In addition to the WHX Pension Plan, which is included in the table above,
the Company also maintains several other retirement and  postretirement  benefit
plans covering certain of its employees..  The approximate aggregate expense for
these  plans  was $0.1  million  and $0.2  million  for the three  months  ended
September 30, 2007 and 2006, respectively, and aggregate expense of $1.2 million
and  $0.0  million  for the nine  months  ended  September  30,  2007 and  2006,
respectively.  The increase in expense for the nine months ended  September  30,
2007 was the result of a one time curtailment charge of $0.7 million to redesign
the  postretirement  benefit plan of one of the  subsidiaries of H&H. The reason
for minimal  expense for these benefit plans in 2006 was that effective  January


                                       14


1, 2006, the H&H non-qualified  pension plan adopted an amendment under the plan
to freeze benefits for all participants.  This resulted in a curtailment  credit
of $0.5 million, which was recorded in the first quarter of 2006.

      Bairnco  maintains  a 401(k)  plan to provide  retirement  benefits to its
employees in the United States. A base contribution of 1% of pay is made to each
participant's  account,  plus Bairnco matches 50% of up to 4% of pay contributed
by the  employee.  Bairnco  has a  pension  plan  at one  of its  United  States
subsidiaries, which is included in the 2007 table above. The benefits paid under
this plan are based on employees' years of service and  compensation  during the
last years of  employment.  In  addition  to the U.S.  pension  plan,  Bairnco's
Canadian  subsidiary  provides  retirement  benefits for its employees through a
defined   contribution  plan,  and  Bairnco's  European   subsidiaries   provide
retirement benefits for employees  consistent with local practices.  The foreign
plans are not significant in the aggregate.

NOTE 10 - DEBT

      Long-term debt consists of the following:

(in thousands)                          September 30,   December 31,
                                            2007            2006
                                        -------------   ------------

H&H Term Loan - related party             $103,316       $ 89,627
H&H Credit Facility - Term Loan A           10,146         14,453
H&H Term Loan                               42,000         42,000
H&H Supplemental Term Loan                   5,614          6,883
Other H&H debt-domestic                      6,760          6,868
Other H&H debt-foreign                       5,509          5,475
Bairnco Term Loan                           75,767           --
Bairnco China foreign loan facility          4,917           --
Bairnco Bridge Loan-related party           32,785           --
WHX Subordinated Loan-related party         16,125           --
                                          --------       --------
                                           302,939        165,306
Less portion due within one year           164,556          4,778
                                          --------       --------
Total long-term debt                      $138,383       $160,528
                                          ========       ========

      As of September  30, 2007,  the  majority of the  Company's  debt has been
classified as  short-term  since its maturity date is within twelve months (June
30,  2008);  whereas  as of  December  31,  2006,  such debt was  classified  as
long-term  since its maturity  date  exceeded one year.  The Company  intends to
refinance  H&H's debt but there can be no assurance  that such financing will be
available or available on terms acceptable to the Company.

      On March 29,  2007,  H&H and  certain of H&H's  subsidiaries  amended  the
respective  Loan and  Security  Agreements'  revolving  credit  facilities  with
Wachovia Bank, N.A. ("Wachovia") and Steel to, among other things, (i) amend the
definition  of EBITDA,  (ii) reset the levels and amend certain of the financial
covenants, (iii) extend the termination date of the credit facilities from March
31,  2007 to June  30,  2008,  (iv)  permit  the  extension  by H&H to WHX of an
unsecured  loan for required  payments to the WHX Pension  Plan,  under  certain
conditions,  and (v) permit the extension by H&H to WHX of an unsecured loan for
other uses in the  aggregate  principal  amount not to exceed $3.5 million under
certain  conditions.  The amendments  also provided for the pledge of 65% of all
outstanding  securities of Indiana Tube Danmark A/S, a Danish  corporation and a
wholly-owned  indirect  subsidiary  of  H&H,  and  Protechno,   S.A.,  a  French
corporation  and  a  wholly-owned  indirect  subsidiary  of  H&H.  Finally,  the
amendments also provided for waivers of certain events of default existing as of
March 29, 2007.

      On June 15,  2007,  the lenders  under H&H's credit  facilities  granted a
waiver to the events of default  arising as a result of the Order of Prejudgment
Attachment  entered by the  Fairfield  Superior  Court on  December  18, 2006 in
connection  with  the  litigation  known  as HH East  Parcel  v.  Handy & Harman
currently pending in the Fairfield Superior Court in the amount of approximately
$3.5 million and the Notice of Bank Attachment/Garnishment dated May 21, 2007 by
the State Marshal of Fairfield County, Connecticut to JPMorgan Chase Bank in the
amount  of  approximately  $3.5  million,  and  related  matters  (see  Note 13-
Contingencies).

      On July 27, 2007, H&H and certain of its  subsidiaries  amended its credit
facilities, effective as of July 20, 2007 to, among other things, (i) change the
definition  of  EBITDA,  (ii)  permit  additional  loans  by  Steel to H&H in an
aggregate amount not to exceed  approximately $7.4 million, and (iii) permit the
loan,  distribution or other advances by H&H to WHX of up to approximately  $7.4


                                       15


million, subject to certain limitations, to the extent loaned by Steel to H&H as
permitted by these amendments.  On July 31, 2007, Steel loaned H&H approximately
$5.7 million.

      On September  10, 2007,  H&H and certain of its  subsidiaries  amended its
credit  facilities,  to, among other things,  (i) provide for an additional term
loan by Steel of $8.0  million to H&H and its  subsidiaries,  and (ii)  permit a
loan by H&H to WHX of up to $13.1  million  to be used by WHX  solely  to make a
contribution  to the WHX Pension Plan. On September 12, 2007, the Company made a
payment to the WHX Pension  Plan of $13.0  million,  which  exceeded the minimum
required contribution under ERISA. As a result of such accelerated contribution,
the Company's required  contributions to the WHX Pension Plan over the next five
years are expected to decline.

      In  connection  with the of Bairnco  Acquisition,  initial  financing  was
provided by Steel through two credit  facilities.  Steel  extended to BZA bridge
loans in the principal amount of approximately $75.1 million,  $1.4 million, and
$10.0  million  pursuant to a loan and  security  agreement  (the  "Bridge  Loan
Agreement"),  between  BZA and  Bairnco,  as  borrowers,  and Steel,  as lender.
Approximately  $56.7 million of the indebtedness under the Bridge Loan Agreement
was repaid in July 2007,  leaving a  principal  balance of  approximately  $31.8
million. In addition,  Steel extended to WHX a $15.0 million  subordinated loan,
which  is  unsecured  at the WHX  level,  pursuant  to a  Subordinated  Loan and
Security  Agreement  (the  "Subordinated  Loan  Agreement"),   between  WHX,  as
borrower,  and Steel, as lender.  WHX contributed the $15.0 million  proceeds of
the subordinated loan to BZA as a capital contribution.

      On July 18, 2007, Bairnco,  completed the refinancing of: (i) all existing
indebtedness  of Bairnco and its  subsidiaries  under the Bairnco Senior Secured
Credit Facility and (ii) a portion of the existing indebtedness of Bairnco under
that certain Loan and Security Agreement, dated as of April 17, 2007 (the "Steel
Bridge Loan"),  by and among BZA,  Bairnco,  and Steel,  pursuant to which Steel
made up to a $90 million term loan to Bairnco.

      Under the refinancing,  Bairnco entered into (i) a Credit Agreement, dated
as of July 17, 2007 (the "First Lien Credit  Agreement"),  by and among Bairnco,
Arlon, Inc. ("Arlon"),  Arlon Viscor Ltd. ("Arlon Viscor"), Arlon Signtech, Ltd.
("Arlon Signtech"),  Kasco Corporation  ("Kasco"),  and Southern Saw Acquisition
Corporation  ("Southern  Saw," and together  with each of Arlon,  Arlon  Viscor,
Arlon  Signtech  and Kasco,  the  "Borrowers")  and Wells Fargo  Foothill,  Inc.
("Wells  Fargo"),  as the  arranger  and  administrative  agent for the  lenders
thereunder, (ii) a Credit Agreement, dated as of July 17, 2007 (the "Second Lien
Credit  Agreement"),  by and among Bairnco,  each of the  Borrowers,  and Ableco
Finance LLC ("Ableco"), as administrative agent for the lenders thereunder,  and
(iii) an Amended and Restated Credit  Agreement,  dated as of July 17, 2007 (the
"Subordinated  Debt  Credit  Agreement"),  by and  among  Bairnco,  each  of the
Borrowers and Steel, as lender.  The  Subordinated  Debt Credit Agreement amends
and restates the Steel Bridge Loan.

      The First Lien Credit  Agreement  provides for a revolving credit facility
to the Borrowers in an aggregate  principal  amount not to exceed $30.0 million,
and a term loan facility to the Borrowers of $28.0 million. Borrowings under the
First Lien Credit Agreement,  bear interest, (A) in the case of base rate loans,
at 0.25  percentage  points above the Wells Fargo prime rate, (B) in the case of
LIBOR rate loans, at rates of 2.00 percentage points or 2.50 percentage  points,
as applicable,  above the LIBOR rate, and (C) otherwise,  at a rate equal to the
Wells Fargo prime rate minus 0.25 percentage points. Obligations under the First
Lien Credit Agreement are guaranteed by Arlon Partners, Inc. ("Arlon Partners"),
Arlon MED  International  LLC ("Arlon  MED  International"),  Arlon  Adhesives &
Films,  Inc.  ("Arlon  Adhesives")  and Kasco  Mexico LLC ("Kasco  Mexico,"  and
together  with  Bairnco,  Arlon  Partners,  Arlon  MED  International  and Arlon
Adhesives, the "Guarantors"), and secured by a first priority lien on all assets
of Bairnco,  the Borrowers,  the Guarantors  and Bairnco's  Ontario  subsidiary,
Atlantic  Service  Company,  Limited  ("Atlantic  Service,"  and  together  with
Bairnco,  the Borrowers and the Guarantors,  the "Loan Parties").  The scheduled
maturity date of the indebtedness  under the First Lien Credit Agreement is July
17, 2012.

      The Second Lien Credit Agreement  provides for a term loan facility to the
Borrowers of $48.0 million.  Borrowings  under the Second Lien Credit  Agreement
bear interest,  in the case of base rate loans, at 3.50 percentage  points above
the rate of interest publicly  announced by JPMorgan Chase Bank in New York, New
York as its reference  rate,  base rate or prime rate, and, in the case of LIBOR
rate loans, at 6.00 percentage  points above the LIBOR rate.  Obligations  under
the Second Lien Credit Agreement are guaranteed by the Loan Parties, and secured
by a second  priority  lien on all  assets of the Loan  Parties.  The  scheduled
maturity date of the indebtedness under the Second Lien Credit Agreement is July
17, 2012.

      Bairnco used approximately $56.7 million of the borrowings under the First
Lien Credit Agreement and Second Lien Credit Agreement to repay a portion of the
indebtedness  outstanding  under  the Steel  Bridge  Loan,  leaving a  principal
balance of approximately $31.8 million (the "Subordinated Debt Principal").  The
Subordinated  Debt Credit  Agreement  provides  for a term loan  facility to the
Borrowers in the amount of the Subordinated Debt Principal. All borrowings under
the Subordinated  Debt Credit Agreement bear interest at 6.75 percentage  points
above the rate of interest  publicly  announced  by  JPMorgan  Chase Bank in New
York, New York as its reference rate, base rate or prime rate.  Interest and all
fees payable under the  Subordinated  Debt Credit Agreement are due and payable,
in  arrears  on the  scheduled  maturity  date  of the  indebtedness  under  the
Subordinated  Debt Credit  Agreement,  January  17,  2013,  except as  otherwise
permitted by the terms of an intercreditor  and  subordination  agreement by and


                                       16


among  Wells  Fargo  Foothill,  Inc.,  as agent  under  the  First  Lien  Credit
Agreement,  Ableco Finance LLC, as agent under the Second Lien Credit Agreement,
and  Steel.  Obligations  under  the  Subordinated  Debt  Credit  Agreement  are
guaranteed by the Loan Parties,  and secured by a subordinated  priority lien on
the assets of the Loan Parties.  In connection with the Subordinated Debt Credit
Agreement,  Steel released  certain  foreign  subsidiaries of Bairnco from their
joint and several  guarantee of the obligations of Bairnco and its  subsidiaries
under the Steel Bridge Loan.

      Approximately  $7.4 million of irrevocable  standby letters of credit were
outstanding  under the First Lien Credit  Agreement,  which are not reflected in
the accompanying consolidated financial statements.  $2.0 million of the letters
of credit guarantee  various  insurance  activities and $5.4 million  represents
letters  of  credit  securing  borrowings  of up to $5.2  million  for the China
foreign loan facility.  These letters of credit mature at various dates and have
automatic renewal provisions subject to prior notice of cancellation.

      A  commitment  fee is paid  on the  unused  portion  of the  total  credit
facility.  The  amount  Bairnco  can  borrow at any given  time is based  upon a
formula that takes into  account,  among other  things,  eligible  inventory and
accounts receivable, which can result in borrowing availability of less than the
full  amount of the  revolving  credit  facility  under the  First  Lien  Credit
Agreement.  As of September 30, 2007, Bairnco had approximately $12.6 million of
unused borrowing availability under the First Lien Credit Agreement.

      The China foreign loan facility  reflects  borrowing by Bairnco's  Chinese
facilities through Bank of America, Shanghai, China, which is secured by four US
dollar  denominated  letters of credit totaling $5.4 million.  Interest rates on
amounts  borrowed  under  the  China  foreign  loan  facility  averaged  6.0% at
September 30, 2007.

      The First and Second Lien Credit Agreements  contain  financial  covenants
which  require  Bairnco to meet EBITDA,  capital  expenditure,  and fixed charge
coverage and leverage ratios.  At September 30, 2007,  Bairnco was in compliance
with all such covenants.

      The annual  maturities of long-term  debt as of September 30, 2007 were as
follows:

(in thousands)
October 1 - December 31, 2008     $    864
                         2009       19,577
                         2010        3,455
                         2011        9,606
              2012 and beyond      104,881
                                  --------
                                  $138,383
                                  ========

NOTE 11 -FACILITY CLOSURES AND ASSET SALES

NORRISTOWN FACILITY

      On May 9, 2006,  the Company  announced  the closing of the Handy & Harman
Tube Co. ("HHT") facility located in Norristown,  Pennsylvania, (the "Norristown
facility")  which is included in the Company's  Tubing segment.  The decision to
close  the  Norristown  facility  was  principally  based  on the  economics  of
operating  HHT's  business at the facility.  HHT  manufactured  stainless  steel
tubing that was supplied in various  lengths and forms in both coil and straight
lengths.  HHT's  short  coil  business  was  relocated  to H&H's  Camdel  Metals
Corporation ("Camdel") facility located in Camden, Delaware.

      In  conjunction  with the decision to close the Norristown  facility,  the
Company  reviewed the  recoverability  of the Norristown  facility's  long-lived
assets in accordance  with SFAS No. 144,  "Accounting for Impairment or Disposal
of Long-Lived Assets" ("SFAS 144"). A review of future cash flows indicated that
cash flows  would be  insufficient  to  support  the  carrying  value of certain
machinery and equipment at the  Norristown  facility.  As a result,  the Company
recorded  an  asset  impairment  charge  of $1.8  million  in its  statement  of
operations for the second quarter of 2006. Certain of the Norristown  facility's
long-lived  assets,  principally  consisting  of machinery and  equipment,  were
classified as current  assets held for sale in the balance sheet as of September
30, 2006. The real estate is included in non-current  assets (other assets).  No
impairment  loss was incurred on the real estate  assets based on the  Company's
analysis.

      Restructuring  charges  related to the closing of the Norristown  facility
totaling  $2.4 million in 2006 ($1.9  million and $0.5 million in the second and
third  quarters,  respectively)  were recorded in the  statement of  operations.
These  charges  included  termination  benefits of $2.0  million,  $0.1  million


                                       17


resulting from a pension  curtailment,  and $0.3 million of other  charges.  The
activity in the  restructuring  reserve was as follows for the nine months ended
September 30, 2007:

                          Reserve                                   Reserve
                          Balance                                   Balance
                        December 31,                              September 30,
                           2006        Expense        Paid            2007
                        ------------   ---------     ---------    -------------
                                          (in thousands)

Termination benefits       $320           $--         $300            $ 20
                           ====           =           ====            ====

      The Company  completed an environmental  study at the Norristown  facility
which indicated that environmental remediation activities with an estimated cost
of $0.8 million are required,  which the Company accrued as of the first quarter
of 2006. An additional expense of $0.1 million was recorded in the third quarter
of 2007 in connection  with the  estimated  costs of  environmental  remediation
activities at the Norristown facility.

      The Norristown  facility  operated  through the third quarter of 2006. The
closing of the  Norristown  facility  and the sale of certain of its assets were
completed by the end of 2006. The remaining  machinery and equipment was sold in
2007 for proceeds of $0.9 million.

HHEM

      On March 4, 2007, the Company sold certain assets,  including the land and
building,  certain  machinery  and  equipment,  and  inventory  of HHEM  for net
proceeds of approximately $3.8 million.  HHEM was part of the Company's Precious
Metal segment. In December 2006, the Company recorded an asset impairment charge
of  $3.4  million  relating  to the  long-lived  assets  offered  for  sale,  in
accordance  with SFAS No. 144. The amount of the impairment  loss was based upon
the  actual  selling  price  of the  long-lived  assets  in March  2007.  In the
Company's  balance  sheet as of December 31, 2006,  the  long-lived  assets were
classified as current assets held for sale. Upon sale, the Company  recognized a
loss of $0.4 million  relating to the sale of inventory.  Under the terms of the
sale agreement,  the Company has retained  responsibility  for any  pre-existing
environmental conditions requiring remediation at the Rhode Island site.

NOTE 12 - REPORTABLE SEGMENTS

The Company has six 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  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 a) specialty roofing
            and construction fasteners,  using steel and plastic, which are sold
            to the construction and do-it yourself markets, b) plastic and steel
            fittings and connectors for natural gas and water distribution,  and
            non-ferrous  thermite  welding  powders,   which  are  sold  to  the
            construction,  electric,  and  natural  gas and  water  distribution
            industries,   and  c)   electrogalvanized   products   used  in  the
            construction and appliance industries;

      (4)   Arlon EM. This segment designs, manufactures, markets and sells high
            performance  laminate  materials and bonding  films  utilized in the
            military/aerospace,   wireless   communications,   automotive,   oil
            drilling,  and semiconductor markets. Among the products included in
            the Arlon EM segment are high  technology  materials for the printed
            circuit board industry and silicone  rubber  products for insulating
            tapes and flexible heaters.

      (5)   Arlon CM.  This  segment  designs,  manufactures,  markets and sells
            laminated  and coated  products to the  electronic,  industrial  and
            commercial  markets under the Arlon and Calon brand names. Among the
            products  included  in the  Arlon CM  segment  are  vinyl  films for
            graphics art  applications,  foam tapes used in window glazing,  and
            electrical and thermal insulation products.

      (6)   Kasco .  Replacement  products  and services  are  manufactured  and
            distributed  under the Kasco name principally to retail food stores,
            meat and deli  operations,  and meat,  poultry  and fish  processing
            plants  throughout  the  United  States,   Canada  and  Europe.  The
            principal  products include  replacement band saw blades for cutting
            meat,  fish,  wood  and  metal,  and on  site  maintenance  services
            primarily in the meat and deli departments. In Canada and France, in
            addition to providing  its  replacement  products,  Kasco also sells
            equipment to the supermarket and food processing  industries.  These


                                       18


            products are sold under a number of brand names  including  Kasco in
            the  United  States  and  Canada,  Atlantic  Service  in the  United
            Kingdom, and Bertram & Graf and Biro in Continental Europe.

      Management  has  determined   that  certain   reporting  units  should  be
aggregated  and presented  within a single  reporting  segment on the basis that
such operating  segments have similar economic  characteristics  and share other
qualitative  characteristics.  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  ending  September  30, 2007 and 2006.  Information
about the Bairnco reportable segments includes the period April 13, 2007 through
September 30, 2007.

                                                Three Months Ended                    Nine Months Ended
                                                  September 30,                         September 30,
                                             2007               2006               2007               2006
                                       ---------------     --------------     ---------------     -------------
   (in thousands)
Net sales

   Precious Metal                          $  36,994          $  36,141          $ 114,202          $ 112,249
   Tubing                                     30,801             30,526             91,051             93,235
   Engineered Materials                       64,670             54,942            178,820            154,109
   Arlon Electronic Materials (a)             15,470               --               29,487               --
   Arlon Coated Materials (a)                 18,213               --               32,896               --
   Kasco (a)                                  16,252               --               30,635               --
                                           ---------          ---------          ---------          ---------
           Net sales                       $ 182,400          $ 121,609          $ 477,091          $ 359,593
                                           =========          =========          =========          =========

Segment operating income (loss)
   Precious Metal                          $   1,515          $   2,909          $   3,003          $   7,793
   Tubing                                        343             (1,903)              (138)            (5,581)
   Engineered Materials                        6,859              6,489             14,430             14,993
   Arlon Electronic Materials (a)(b)          (3,614)              --               (1,392)              --
   Arlon Coated Materials (a)(b)              (2,521)              --               (2,523)              --
   Kasco (a)(b)                                 (834)              --                 (336)              --
                                           ---------          ---------          ---------          ---------
                                               1,748              7,495             13,044             17,205
                                           ---------          ---------          ---------          ---------

Unallocated corporate expenses                 2,021                927              5,685              2,677
Pension income                                (1,250)            (1,270)            (3,750)            (3,515)
Insurance proceeds                              --                 (811)            (5,689)              (811)
Environmental remediation expense              2,527               --                2,527              2,909
Loss (gain) on disposal of assets                153                 (4)               288                 83
                                           ---------          ---------          ---------          ---------

    Income (loss) from operations             (1,703)             8,653             13,983             15,862
                                           ---------          ---------          ---------          ---------

Interest expense                              10,652              5,775             28,558             15,723
Realized and unrealized loss
on derivatives                                   963              1,714              1,039              6,244
Other expense (income)                           138               (175)               328                (41)
                                           ---------          ---------          ---------          ---------
Income (loss) from continuing
   operations before taxes                 $ (13,456)         $   1,339          $ (15,942)         $  (6,064)
                                           =========          =========          =========          =========


(a)   Bairnco segment information includes the period April 13, 2007 through September 30, 2007.

(b)   The following  non-recurring charges relating to the purchase accounting for the Bairnco Acquisition are
      included in the three and nine months  results  above:  Arlon EM  -$3,956,  Arlon CM -$2,425,  and Kasco
      -$1,465.


                                                      19


                                Nine Months Ended September 30,                                     September 30,     December 31,
                                    2007              2006                                              2007              2006
                                ------------      ------------                                      ------------      ------------
Capital Expenditures                     (in thousands)              Total Assets                          (in thousands)

   Precious Metal                   $1,901          $1,735             Precious Metal                $ 57,430         $ 60,562
   Tubing                            1,015           3,588             Tubing                          72,940           68,038
   Engineered Materials              2,040           1,394             Engineered Materials           153,094          145,845
   Arlon Electronic Materials          536            --               Arlon Electronic Materials      75,775             --
   Arlon Coated Materials              318            --               Arlon Coated Materials          29,784             --
   Kasco                             1,132            --               Kasco                           41,598             --
   Corporate and other                  98             120             Corporate and other             30,713           19,420
                                    ------          ------                                           --------         --------
Total                               $7,040          $6,837          Total                            $461,334         $293,865
                                    ======          ======                                           ========         ========


Geographic Information
                                                 Revenue                                      Long-lived Assets
                   Three Months Ended September 30,  Nine Months Ended September 30,    September 30,   December 31,
                        2007             2006            2007              2006             2007            2006
                   --------------  --------------    --------------  --------------    --------------  --------------
                           (in thousands)                   (in thousands)                    (in thousands)

United States         $156,484         $111,755         $427,574         $330,171         $111,567         $ 76,686
Foreign                 25,916            9,854           49,517           29,422           18,658            8,309
                      --------         --------         --------         --------         --------         --------

                      $182,400         $121,609         $477,091         $359,593         $130,225         $ 84,995
                      ========         ========         ========         ========         ========         ========

NOTE 13 - CONTINGENCIES

LEGAL MATTERS:

SUMCO INC. V.  UNDERWRITERS AT LLOYD'S,  LONDON,  LEXINGTON  INSURANCE  COMPANY,
HARTFORD FIRE INSURANCE COMPANY, AND WURTTEMBERGISCHE VERSICHERUNG AG

      On July 7, 2004, Sumco Inc. ("Sumco"),  a wholly-owned  subsidiary of H&H,
filed suit in the  Marion  County  Superior  Court of  Indiana  against  certain
underwriters  affiliated  with Lloyd's,  London,  Lexington  Insurance  Company,
Hartford Fire  Insurance  Company,  and  Wurttembergische  Versicherung  AG (the
defendants).  Sumco sought to recover monies from these  insurance  carriers for
losses  incurred  as a result of a January  20,  2002 fire at its metal  plating
facility  in  Indianapolis,  Indiana.  At the time of the fire,  Sumco's  parent
corporation,  WHX, had in place  layered fire  insurance  policies with combined
limits of $25 million and a deductible  of $100,000.  The  defendants  represent
carriers  who  provided  $15  million  in  insurance  coverage  in excess of two
underlying  policies  of $5 million  each.  Defendants  had  previously  paid $5
million in claims.  Sumco contended that its losses were in excess of the policy
limits,  defendants  acted in bad faith, and that it was entitled to the payment
of the remaining  approximate $10 million in insurance  coverage provided by the
defendants.  The  parties  settled  their  claims  in May 2007 for an  aggregate
payment to WHX of $5,689,276  from the defendants  (which  proceeds were paid to
Steel in partial  satisfaction of its loan), and an assignment of their interest
to WHX in up to another $1.7 million in proceeds  resulting  from the settlement
of subrogation  claims against various third parties.  On August 29, 2007, Sumco
filed a  Declaratory  Judgment  action in the Marion  County  Superior  Court of
Indiana  against  Royal  Indemnity  Company  and U.S.  Fire  Insurance  Company,
requesting a declaration that Sumco is entitled to such funds. Steel will have a
first lien, and the PBGC a second lien, on any additional proceeds recovered.

HH EAST PARCEL, LLC.  V. HANDY & HARMAN

      This action  arises out of a purchase and sale  agreement  entered into in
2003  whereby  H&H agreed to sell the  eastern  parcel of a  commercial  site in
Fairfield, Connecticut ("Fairfield East") to HH East Parcel, LLC ("HH East"). On
or about April 5, 2005, HH East filed a Demand for Arbitration with the American
Arbitration  Association seeking legal and equitable relief including completion
of the  remediation of  environmental  conditions at the site in accordance with
the terms of the agreement.  An arbitration  hearing was held in October 2005 in


                                       20


Connecticut,  pursuant  to which HH East was  awarded,  among other  things,  an
amount  equal to $5,000 per day from  January 1, 2005  through the date on which
remediation  is  completed.  This award  amounts to  approximately  $4.0 million
through the  completion  date of April 6, 2007.  HH East moved in the  Fairfield
Superior Court to have the arbitration award enforced,  and H&H moved to have it
vacated.   The  court  issued  a  decision  on  June  26,  2006,  denying  H&H's
application. H&H is appealing this decision.

      On May 22, 2007, HH East served an Order for a  Prejudgment  Attachment in
the amount of $3,520,200, issued by the Superior Court, Stamford, Connecticut in
December 2006, against certain  Connecticut  property of H&H and against certain
bank  accounts  maintained  by H&H  at  banks  in  New  York.  H&H  has  brought
proceedings in the Superior  Court,  Stamford,  Connecticut,  and in the Supreme
Court,  State of New York, to oppose the attachment of such bank accounts and to
have  it  lifted.  The  New  York  proceeding  has  been  discontinued  and  the
Connecticut  proceeding is pending but adjourned.  The parties have engaged from
time  to  time  in  settlement  discussions  to  resolve  the  open  issues  and
proceedings  between them. On June 14, 2007,  HH East  temporarily  withdrew its
attachment/garnishment against certain bank accounts of H&H after the posting of
other  satisfactory  collateral  by H&H and  while  settlement  discussions  are
continuing.  On June  29,  2007,  and  again on  several  other  dates,  HH East
re-served the Order against various bank accounts of H&H.

      H&H has been working  cooperatively  with the  Connecticut  Department  of
Environmental  Protection  ("CTDEP")  with  respect to its  obligations  under a
consent  order entered into in 1989 that applies to both the eastern and western
parcels of the property. H&H has been conducting an investigation of the western
parcel,  and is  continuing  the process of evaluating  various  options for its
remediation.  The  sale  of the  eastern  parcel  that  is the  subject  of this
litigation triggered statutory  obligations under Connecticut law to investigate
and remediate  pollution at or emanating from the eastern parcel.  H&H completed
the  investigation  and has been  actively  conducting  remediation  of all soil
conditions  on the  eastern  parcel  for more  than  three  years.  Although  no
groundwater  remediation  is  required,  there  will be  monitoring  of same for
several years.  Approximately  $28.5 million had been expended through September
30, 2007, and the remaining  remediation  costs are expected to approximate $0.2
million.  H&H received  reimbursement  of $2.0 million from its carrier  under a
cost-cap  insurance  policy  and  is  pursuing  its  potential   entitlement  to
additional coverage. Remediation of all soil conditions on site was completed on
April 6, 2007, although solely in furtherance of settlement discussions that had
been going on between the parties,  H&H recently  performed  limited  additional
work on site.

PAUL E. DIXON & DENNIS C. KELLY V. HANDY & HARMAN

      Two former  officers of H&H filed a Statement  of Claim with the  American
Arbitration  Association  ("Arbitration") on or about January 3, 2006,  alleging
four claims  against H&H. The Claimants  were  employees of H&H until  September
2005 when their  employment was terminated by H&H. Their claims include  seeking
payments allegedly due under employment contracts and allegedly arising from the
terminations,  and seeking  recovery of benefits  under what they allege was the
Handy & Harman Supplemental Executive Retirement Plan.

      The Statement of Claim recites that the  employment  agreements of each of
the  Claimants  provides that H&H may  terminate  their  employment at any time,
without prior notice,  for any of the following  reasons:  "(i) [the  officer's]
engaging  in conduct  which is  materially  injurious  to [H&H] or [WHX],  their
subsidiaries  or  affiliates,  or any of their  respective  customer or supplier
relationships, monetarily or otherwise; (ii) [the officer's] engaging in any act
of fraud,  misappropriation  or embezzlement or any act which would constitute a
felony (other than minor traffic violations);  or (iii) [the officer's] material
breach of the  agreement." The Statement of Claim further  alleges,  and H&H has
not disputed,  that each Claimant's  employment was terminated in September 2005
pursuant to a letter,  which  stated in part,  that each  Claimant  had violated
provisions of such  officer's  employment  agreement,  contained in the previous
sentence,  "by, INTER ALIA, attempting to amend and put in place various benefit
plans to  personally  benefit  yourself,  without  notice to, or approval of the
Board of  Directors;  for  further  failing to  disclose  the  existence  of the
relevant  plan  documents  and other  information  to the Board;  for failing to
cooperate in the Company's investigation of these important issues; for material
losses to the Company in connection with these actions....".

      In the  Arbitration,  Claimants  sought an award in  excess of $4  million
each,  plus  interest,   costs  and  attorneys'  fees.   Claimants  also  sought
indemnification for certain matters and an injunction against H&H with regard to
life insurance  policies.  H&H brought a special proceeding on February 15, 2006
in the  Supreme  Court of the State of New York,  County of  Westchester,  for a
judgment staying the arbitration of three of the four claims. On March 10, 2006,
all of the parties filed a stipulation with the court,  discontinuing  the court
proceeding and agreeing therein, among other things, that all claims asserted by
the  Claimants in the  Arbitration  (which was also  discontinued  at that time)
would be asserted in Supreme Court, Westchester County.

      In April 2006,  Claimants  served a request for  benefits,  severance  and
other  amounts,  similar  to those  described  above,  on H&H and  various  plan
administrators and fiduciaries  thereof.  The request was reviewed in accordance
with the  procedures  of the plans at issue and by letter  dated  September  27,
2006,  claimants were notified that their request was largely denied. They filed
an appeal on December  11, 2006 with the Plan  Administrator,  which  appeal was
denied on  February  9, 2007.  No action is  pending in any court,  H&H does not
believe that it is liable to Claimants  under the claims that have been asserted
to date, and it intends to defend itself vigorously  against any claims that may
be asserted by Claimants.  There can be no assurance that H&H will be successful


                                       21


in defending against any such claims, or that H&H will not have any liability on
account of claims that may be asserted by  Claimants.  Such  liability,  if any,
cannot be reasonably  estimated at this time, and  accordingly,  there can be no
assurance  that  the  resolution  of this  matter  will not be  material  to the
financial position, results of operations and cash flow of the Company.

ARISTA DEVELOPMENT LLC V. HANDY & HARMAN ELECTRONIC MATERIALS CORPORATION

      In  2004,  a  subsidiary  of H&H  entered  into  an  agreement  to  sell a
commercial/industrial  property  in  North  Attleboro,  Massachusetts.  Disputes
between  the  parties  led to suit being  brought in Bristol  Superior  Court in
Massachusetts.  The plaintiff  alleges that H&H is liable for breach of contract
and  certain  consequential  damages  as a result  of H&H's  termination  of the
agreement in 2005, although H&H subsequently  revoked its notice of termination.
H&H has denied  liability and has been vigorously  defending the case. The court
entered a preliminary  injunction  enjoining H&H from  conveying the property to
anyone other than the  plaintiff  during the pendency of the case.  Discovery on
liability and damages has been stayed while the parties are actively  engaged in
settlement  discussions.  Concurrently  with these  settlement  efforts,  H&H is
continuing to comply with a 1987 consent order from the Massachusetts Department
of Environmental  Protection ("MADEP") to investigate and remediate the soil and
groundwater conditions.  H&H is in discussions with the Environmental Protection
Agency  ("EPA"),  the MADEP and the  plaintiff in  connection  with the remedial
activities.  Since  discovery is not completed,  it cannot be known at this time
whether it is  foreseeable  or  probable  that  plaintiff  would  prevail in the
litigation or whether H&H would have any liability to the plaintiff.

ENVIRONMENTAL MATTERS

      In connection  with the sale of a portion of Fairfield  East in 2003,  the
Company was  responsible  for  demolition and  environmental  remediation of the
site,  the estimated  cost of which was included in the loss on sale recorded in
2003.  H&H  determined  that  an  increase  in  the  reserve  for  environmental
remediation was needed in the amount of $28.3 million, which was recorded in the
fourth  quarter of 2004.  This change in reserve was caused by the  discovery of
underground  debris and soil contaminants  that had not been anticipated.  These
additional  costs  are  included  in  environmental   remediation   expense.  An
additional $4.0 million has been recorded in selling, general and administrative
expenses as a penalty  related to Fairfield East. The Company retains title to a
parcel of land adjacent to the property sold in 2003.  This parcel is classified
as other non-current  assets, in the amount of $2.0 million, on the consolidated
balance sheets at September 30, 2007 and December 31, 2006.

      H&H entered into an administrative  consent order (the "ACO") in 1986 with
the New Jersey Department of Environmental  Protection  ("NJDEP") with regard to
certain  property  that it  purchased  in 1984 in New Jersey.  The ACO  involves
investigation and remediation activities to be performed with regard to soil and
groundwater contamination.  H&H settled a case brought by the local municipality
in regard to this site in 1998 and also settled  with  certain of its  insurance
carriers. H&H is actively remediating the property and continuing to investigate
the most  effective  methods for achieving  compliance  with the ACO. A remedial
investigation  report  was  filed  with  the  NJDEP  in May of  2006.  Once  the
investigation has been completed, it will be followed by a feasibility study and
a remedial  action work plan that will be  submitted to NJDEP.  H&H  anticipates
entering into discussions in the near future with NJDEP to address that agency's
natural  resource damage claims,  the ultimate scope and cost of which cannot be
estimated at this time. The ongoing cost of  remediation is presently  estimated
at approximately $450,000 per year, plus anticipated additional costs in 2007 of
approximately  $371,000.  Pursuant  to a  settlement  agreement  with the former
owner/operator  of the  Site,  the  responsibility  for site  investigation  and
remediation costs are allocated 75% to the former  owner/operator and 25% to H&H
after  the first $1  million.  The $1  million  was paid  solely  by the  former
owner/operator.  To date, over and above the $1 million, total investigation and
remediation  costs of $419,000  and  $140,000  have been  expended by the former
owner/operator  and  H&H,  respectively,   in  accordance  with  the  settlement
agreement.  Additionally,  H&H is currently being reimbursed  through  insurance
coverage for a portion of the  investigation and remediation costs for which the
company is responsible.  There is additional excess insurance coverage which H&H
intends to pursue as necessary.

      H&H has been identified as a potentially  responsible  party ("PRP") under
the  Comprehensive  Environmental  Response,   Compensation  and  Liability  Act
("CERCLA") or similar state statutes at several sites and is a party to ACO's in
connection  with  certain  properties.  H&H may be subject to joint and  several
liabilities  imposed by CERCLA on potentially  responsible  parties.  Due to the
technical and regulatory  complexity of remedial activities and the difficulties
attendant in  identifying  potentially  responsible  parties and  allocating  or
determining  liability  among them,  H&H is unable to  reasonably  estimate  the
ultimate cost of compliance with such laws.

      In a case entitled Agere Systems,  Inc., et al. v. Advanced  Environmental
Technology Corp., et al. (U.S.  District Court,  EDPA),  five companies,  all of
which are PRPs for the Boarhead Farm site in Bucks County, Pennsylvania, brought
CERCLA contribution and similar claims under  Pennsylvania's  environmental laws
against  a number  of  companies  in  2002.  A  subsidiary  of H&H is one of the
defendants that the plaintiffs  claim  contributed to the  contamination  of the
Boarhead Farm site. A number of the plaintiffs have entered into consent decrees
with the EPA regarding the remediation of groundwater and soil  contamination at
the Boarhead  Farm site. In addition,  plaintiffs  have settled with a number of
the defendants. There are currently six non-settling defendants,  including H&H,


                                       22


against  which  the  plaintiffs  are  pursuing  their  claims.  Fact and  expert
discovery has been  concluded.  H&H filed a motion for summary  judgment in July
2007, seeking dismissal of plaintiffs'  complaint,  which Plaintiffs opposed and
as to which  H&H has  filed a motion  for  leave  to file a reply  brief.  These
motions are  pending.  Plaintiffs  recently  filed a motion for leave to file an
amended  complaint  seeking  to add a cost  recovery  claim in  addition  to its
contribution  claim.  This motion is pending as well. It is anticipated that the
court  will  rule on these  motions  in the Fall of 2007.  The  plaintiffs  have
already made  substantial  payments to the EPA in past  response  costs and have
themselves  incurred costs for groundwater and soil remediation.  Remediation is
continuing.  Plaintiffs  are  seeking  reimbursement  of a  portion  of  amounts
incurred and an allocation of future amounts from H&H and the other non-settling
defendants.  H&H has been  advised by counsel that its  responsibility  for this
site,  if any,  should be minimal and has demanded  coverage  from its insurance
carrier for any claims for which it could be held liable.  It is not possible to
reasonably  estimate  the cost of  remediation  or H&H's  share,  if any, of the
liability at this time.

      H&H received a notice letter from the EPA in August 2006  formally  naming
H&H  as a PRP  at  the  Shpack  landfill  superfund  site  in  North  Attleboro,
Massachusetts  (the "Shpack  site") H&H then  voluntarily  joined a group of ten
(10) other PRPs  (which  group has since  increased  to  thirteen  (13)) to work
cooperatively regarding remediation of this site.  Investigative work is ongoing
to determine  whether there are other parties that sent hazardous  substances to
the Shpack site but that have not received notice letters nor been named as PRPs
to date. The PRP group submitted its good faith offer to the EPA in late October
2006. The offer is contingent on the group arriving at an acceptable  allocation
amongst  the PRPs.  Most of the PRPs have  reached  proposed  allocations  as to
percentages of  responsibility  for  investigation  and remediation costs at the
Shpack site. It is  anticipated  that there will be a "shortfall" in the overall
allocation  that  will then be  shared,  on a pro rata  basis,  among all of the
participating PRPs. The EPA has currently agreed to an orphan share for the past
response  costs  incurred  through  March  31,  2007  and the PRPs  continue  to
negotiate with the EPA to have all future  response and oversight costs included
in the orphan share.  The EPA seeks to have the Consent Decree lodged as soon as
practicable.  The Consent Decree will then be subject to a public comment period
of no less than 30 days. After the expiration of the 30 days (or such other time
period),  the court,  in its  discretion,  can enter the Consent  Decree.  It is
anticipated that PRP remedial  activities at the site will not begin until 2009.
The remediation of a significant  amount of the contamination at the site is the
responsibility  of the U.S.  Department of Energy ("DOE").  That  remediation is
being  accomplished by the U.S. Army Corps of Engineers.  The DOE portion of the
work has begun but is not expected to be completed until 2009, at which time the
remaining  work will be more clearly  defined.  There are some PRPs who have not
participated to date in the Consent Decree  negotiations and allocation process.
Any non-participating PRPs may be sued later on under CERCLA. That is a decision
that will be made in the  future by the  participating  PRPs.  The  Company  has
recorded a reserve of $3.6 million in connection with this matter.

      As discussed above, H&H has existing and contingent  liabilities  relating
to environmental matters,  including capital expenditures,  costs of remediation
and potential  fines and penalties  relating to possible  violations of national
and state  environmental  laws. H&H has substantial  remediation  expenses on an
ongoing basis,  although such costs are continually  being readjusted based upon
the  emergence of new  techniques  and  alternative  methods.  In addition,  the
Company has insurance  coverage  available for several of these  matters.  Based
upon   information   currently   available,   including   H&H's  prior   capital
expenditures, anticipated capital expenditures, and information available to H&H
on pending  judicial  and  administrative  proceedings,  H&H does not expect its
environmental compliance costs, including the incurrence of additional fines and
penalties,  if  any,  relating  to the  operation  of its  facilities  to have a
material  adverse  effect on the  financial  position,  but there can be no such
assurances. Such costs could be material to H&H's results of operations and cash
flows. We anticipate that H&H will pay such amounts out of its working  capital,
although there is no assurance that H&H will have  sufficient  funds to pay such
amounts. In the event that H&H is unable to fund these liabilities, claims could
be made  against WHX for  payment of such  liabilities.  As further  information
comes  into  the  Company's  possession,  it  will  continue  to  reassess  such
evaluations.

OTHER LITIGATION

      We or  certain of our  subsidiaries  are a  defendant  in  numerous  cases
pending in a variety of jurisdictions relating to welding emissions.  Generally,
the factual  underpinning of the  plaintiffs'  claims is that the use of welding
products for their ordinary and intended  purposes in the welding process causes
emissions of fumes that contain  manganese,  which is toxic to the human central
nervous  system.  The plaintiffs  assert that they were  over-exposed to welding
fumes  emitted by welding  products  manufactured  and  supplied by us and other
co-defendants.  We deny  liability and are defending  these  actions.  It is not
possible to reasonably  estimate our exposure or share, if any, of the liability
at this time.

      In addition to the  foregoing  cases,  there are a number of other product
liability,  exposure,  accident, casualty and other claims against us or certain
of our  subsidiaries  in  connection  with a  variety  of  products  sold by our
subsidiaries  over several  years,  as well as litigation  related to employment
matters, contract matters, sales and purchase transactions and general liability
claims,  many of which  arise in the  ordinary  course  of  business.  It is not
possible to reasonably  estimate our exposure or share, if any, of the liability
at this time.

      There is insurance coverage available for many of these actions, which are
being litigated in a variety of jurisdictions. To date, we have not incurred and
do not believe we will incur any  significant  liability  with  respect to these
claims, which we contest vigorously in most cases.  However, it is possible that


                                       23


the  ultimate  resolution  of such  litigation  and claims could have a material
adverse effect on quarterly or annual results of operations,  financial position
and cash flows when they are resolved in future periods.

PENSION PLAN CONTINGENCY ARISING FROM THE WPC GROUP BANKRUPTCY:

      Wheeling-Pittsburgh  Corporation  ("WPC")  and  six  of  its  subsidiaries
(collectively  referred to as the "WPC  Group"),  including  Wheeling-Pittsburgh
Steel Corporation ("WPSC"), a vertically integrated  manufacturer of value-added
and flat  rolled  steel  products,  was a wholly  owned  subsidiary  of WHX.  On
November 16, 2000, the WPC Group filed a petition seeking  reorganization  under
Chapter 11 of Title 11 of the United States  Bankruptcy  Code. A Chapter 11 Plan
of Reorganization for the WPC Group (the "WPC POR") was consummated on August 1,
2003,  pursuant  to which,  among  other  things,  the WPC Group  ceased to be a
subsidiary of WHX effective  August 1, 2003, and from that date forward has been
an independent company.

      As part of the WPC POR, the Company  agreed to make certain  contributions
(the  "WHX   Contributions")   to  the  reorganized   company.   Under  the  WHX
Contributions,  the Company  forgave the repayment of its claims against the WPC
Group of  approximately  $39.0  million and,  additionally,  contributed  to the
reorganized company $20.0 million of cash, for which the Company received a note
in the amount of $10.0 million. The note was fully reserved upon receipt.

      On  March  6,  2003,  the  PBGC  published  its  Notice  of  Determination
("Notice") and on March 7, 2003 filed a Summons and Complaint  ("Complaint")  in
United States  District Court for the Southern  District of New York seeking the
involuntary  termination of the WHX Pension Plan, a defined benefit pension plan
sponsored by the Company that  provides  pension  benefits to active and retired
employees of WHX and H&H and certain benefits to active and retired employees of
members of the WPC  Group.  WHX filed an answer to this  complaint  on March 27,
2003,  contesting the PBGC's action.  On July 24, 2003, the Company entered into
an agreement among the PBGC, WPC, WPSC, and the United  Steelworkers of America,
AFL-CIO-CLC  ("USWA")  in  settlement  of  matters  relating  to the PBGC v. WHX
Corporation,  Civil Action No.  03-CV-1553,  in the United States District Court
for the Southern District of New York ("Termination  Litigation"),  in which the
PBGC was seeking to terminate the WHX Pension Plan. Under the settlement,  among
other  things,  WHX agreed (a) that the WHX  Pension  Plan,  as it is  currently
constituted,  is a single employer  pension plan, (b) to contribute funds to the
WHX  Pension  Plan equal to moneys  spent (if any) by WHX or its  affiliates  to
purchase  WHX 10.5%  Senior  Notes (the  "Senior  Notes") in future  open market
transactions,  and (c) to grant to the PBGC a pari passu security interest of up
to $50.0  million in the event WHX  obtains  any future  financing  on a secured
basis or provides any security or collateral for the Senior Notes.

      Also under the  settlement,  all parties  agreed that as of the  effective
date of the WPC POR,  (a) no shutdowns  had occurred at any WPC Group  facility,
(b) no member of the WPC Group is a participating employer under the WHX Pension
Plan,  (c)  continuous  service for WPC Group  employees was broken,  (d) no WPC
Group  employees  will  become  entitled  to "Rule of 65" or "70/80"  Retirement
Benefits (collectively, "Shutdown Benefits") by reason of events occurring after
the  effective  date of the WPC POR,  and (e) the WHX Plan would  provide  for a
limited  early  retirement  option  to  allow  up to 650  WPSC  USWA-represented
employees the right to receive retirement benefits based on the employee's years
of service as of July 31, 2003 with a monthly benefit equal to $40 multiplied by
the employee's years of service.

      Finally,  under  the  settlement,  the PBGC  agreed  (a)  that,  after the
effective  date of the WPC POR, if it  terminates  the WHX Pension Plan at least
one day prior to a WPC Group facility  shutdown,  WHX shall be released from any
additional  liability to PBGC resulting  from the shutdown,  (b) to withdraw its
claims in the WPC  Bankruptcy  Proceedings,  and (c) to dismiss the  Termination
Litigation.

      The agreement  with the PBGC also contains the provision that WHX will not
contest  a  future  action  by the PBGC to  terminate  the WHX  Pension  Plan in
connection with a future WPC Group facility  shutdown.  In the event that such a
plan  termination  occurs,  the PBGC has agreed to  release  WHX from any claims
relating to the shutdown.  However, there may be PBGC claims related to unfunded
liabilities that may exist as a result of a termination of the WHX Pension Plan.

NOTE 14 - SUBSEQUENT EVENTS

      On October 18, 2007,  the Company filed a  registration  statement on Form
S-1 with the SEC for a rights offering to its existing stockholders.  The rights
offering will be made through the distribution of non-transferable  subscription
rights to purchase  shares of the Company's  common  stock,  par value $0.01 per
share, at a subscription price to be determined. Assuming the rights offering is
fully subscribed,  the Company will receive gross proceeds of approximately $170
million, less expenses of the rights offering.

      The rights offering includes an  oversubscription  privilege which permits
each rights holder,  that  exercises its rights in full, to purchase  additional
shares of  common  stock  that  remain  unsubscribed  at the  expiration  of the
offering. This oversubscription privilege is subject to (i) the availability and


                                       24


allocation of shares among persons  exercising this  oversubscription  privilege
and (ii) a maximum number of shares for which stockholders can oversubscribe for
without  endangering the availability of the Company's NOLs under Section 382 of
the  Internal  Revenue  Code,  in each case as further  described  in the rights
offering documents.

      Steel has  indicated  that it intends to exercise all of its rights and to
oversubscribe  for the maximum number of shares it can oversubscribe for without
(i)  endangering  the  availability of the Company's NOLs or (ii) increasing its
ownership to in excess of 75% of the outstanding  shares of the Company's common
stock.

      A registration  statement relating to these securities has been filed with
the SEC but has not yet become effective.

      The  purpose  of this  rights  offering  is to raise  equity  capital in a
cost-effective manner that gives all the Company's  stockholders the opportunity
to participate.  The net proceeds will be used to redeem  preferred stock issued
by a subsidiary of WHX and held by Steel,  to repay WHX  indebtedness  to Steel,
and to repay a portion of the indebtedness of certain wholly-owned  subsidiaries
of WHX to Steel and to their other lenders.

      On November  5, 2007,  the Company  completed  the  purchase of all of the
outstanding  common stock of a manufacturer of flux cored brazing wire and metal
powders used for brazing and soldering pastes, and the financial results of this
company will be included in the consolidated  financial statements in the fourth
quarter. It is not expected to have a material effect on the financial position,
results of operations, or cash flows of the Company.

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

OVERVIEW

      WHX  Corporation,  the parent  company  ("WHX") is a holding  company that
invests in and manages a group of businesses on a decentralized  basis. WHX owns
Handy & Harman  ("H&H"),  which is a  diversified  manufacturing  company  whose
strategic  business units encompass three reportable  segments:  precious metal,
tubing, and engineered materials.  H&H's precious metal 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   ("Precious  Metal  segment").   The  tubing  segment
manufactures and sells tubing products and fabrications primarily from stainless
steel,  carbon  steel  and  specialty  alloys,  for  use  in a wide  variety  of
industrial  applications  ("Tubing segment").  The engineered  materials segment
manufactures a) specialty  roofing and construction  fasteners,  using steel and
plastic,  which are sold to the  construction  and do-it  yourself  markets,  b)
plastic  and  steel   fittings  and   connectors   for  natural  gas  and  water
distribution,  and non-ferrous  thermite welding powders,  which are sold to the
construction,  electric, and natural gas and water distribution industries,  and
c) electrogalvanized  products used in the construction and appliance industries
("Engineered   Materials   segment").   In  April  2007,  WHX  acquired  Bairnco
Corporation  ("Bairnco").  Bairnco  operates  business units in three reportable
segments:  Arlon  electronic  materials  ("Arlon  EM"),  Arlon coated  materials
("Arlon CM") and Kasco replacement products and services ("Kasco"). The Arlon EM
segment  designs,  manufactures,  markets  and sells high  performance  laminate
materials  and  bonding  films  utilized  in  the  military/aerospace,  wireless
communications,  automotive,  oil drilling, and semiconductor markets. Among the
products included in the Arlon EM segment are high technology  materials for the
printed circuit board industry and silicone rubber products for insulating tapes
and flexible heaters.  The Arlon CM segment designs,  manufactures,  markets and
sells laminated and coated products to the electronic, industrial and commercial
markets  under the Arlon and Calon brand names.  Among the products  included in
the Arlon CM segment are vinyl films for graphics art  applications,  foam tapes
used in window  glazing,  and electrical and thermal  insulation  products.  The
Kasco  segment  is  a  leading  provider  of  meat-room  products   (principally
replacement  band saw blades) and on site  maintenance  services  principally to
retail  food  stores,  meat and deli  operations,  and  meat,  poultry  and fish
processing plants throughout the United States, Canada and Europe. In Canada and
France,  in addition to providing  its  replacement  products,  Kasco also sells
equipment to the supermarket and food processing industries.  WHX, together with
all of its subsidiaries, are referred to herein as the "Company".

RESULTS OF OPERATIONS

COMPARISON OF THE THIRD QUARTER OF 2007 WITH THE THIRD QUARTER OF 2006

      Net sales for the third  quarter of 2007  increased by $60.8  million,  or
50%, to $182.4  million,  as compared to $121.6  million in the third quarter of
2006.  The Bairnco  Acquisition  contributed  $49.9 million in net sales for the
third quarter of 2007.  Net sales were flat at both the Precious  Metal segment,
and at the Tubing  segment  and  increased  by $9.7  million  at the  Engineered
Materials  segment.,  principally due to the net sales from the roofing fastener
business  acquired by the Company in  December  2006.  There were also net sales
gains in our other businesses,  but these were partially offset by a decrease in
net sales from  businesses  that had been sold or exited after the third quarter
of 2006. These businesses  consisted of the Handy & Harman Electronic  Materials
Corp.  ("HHEM")  business  within the Precious Metal segment and the Norristown,
Pennsylvania location (the "Norristown facility") of the Handy & Harman Tube Co.
("HHT") within the Tubing segment.


                                       25


      Gross profit  percentage  was 19.0% in the third quarter of 2007 and 19.7%
in the third  quarter of 2006.  The gross  profit  percentage  from the Precious
Metal,  Tubing  and  Engineered  Materials  segments  on a  combined  basis  was
comparable  to the third  quarter of 2006.  The  decline in  consolidated  gross
profit percentage was attributable to the Bairnco segments, which had a combined
18.1% gross profit  percentage for the 2007 quarter.  Such gross profit had been
negatively impacted by approximately $5.5 million of manufacturing profit, or 3%
of  consolidated  sales,  that  was  included  in the  acquisition  value of the
inventory  purchased  by WHX and  sold in the  period.  Another  reason  for the
decline  in gross  profit  percentage  in the 2007  quarter  was a $2.3  million
favorable  effect on gross profit in the 2006 quarter  from the  liquidation  of
precious metal inventories valued at LIFO cost.

      Selling, general and administrative  ("SG&A") expenses increased $18.1
million to $33.6  million,  or 18.4% of net sales,  in the third quarter of 2007
from $15.6 million,  or 12.8% of net sales, in the comparable  2006 period.  The
2007 period  includes  $15.9  million of SG&A  expenses of Bairnco which was
acquired in April 2007,  and such  SG&A  expenses  reflect  $1.5  million of
non-recurring charges for acquired research and development and $0.8 million for
acquired  backlog.  It also  includes  amortization  of $0.8  million due to the
intangibles  acquired in the Bairnco  Acquisition.  Amortization  of intangibles
also increased $0.5 million  relating to intangibles  from the roofing  fastener
business  acquired by the  Company in December  2006.  In  addition,  there were
increases in legal,  auditing and  consulting  fees of $1.1 million and non-cash
stock-based  compensation expense related to stock options and special incentive
arrangements of $0.7 million.

      Restructuring  charges relate to the closing of the Norristown facility. A
charge of $0.5  million was  recorded in the third  quarter  2006  statement  of
operations.  These charges were primarily for termination  benefits for salaried
employees.

      Environmental  remediation  expenses of $2.5 million were  recorded in the
third quarter of 2007,  principally  related to the Company's estimated exposure
at the Shpack site. The Company increased its reserve related to the Shpack site
by $2.1 million  based on the latest  estimate of cleanup  costs,  together with
certain  past  oversight  costs,  and an  expected  increase  in  the  Company's
allocation  percentage  among the  PRP's.  At the  Company's  former  Norristown
facility,  the  Company  completed a study which  indicated  that  environmental
remediation  activities  with an estimated  cost of $0.8 million were  required,
which the Company  accrued in 2006, and increased by an additional  $0.1 million
in the third quarter of 2007.

      Operating loss for the third quarter of 2007 was $1.7 million  compared to
operating  income of $8.7  million  for the third  quarter  of 2006,  and at the
segment level,  was operating income of $1.7 million compared to $7.5 million in
2006. In addition to the factors  discussed in the  paragraphs  above,  the 2007
period  includes  operating  losses of  Bairnco  totaling  $6.9  million,  which
reflected  $7.8  million of  non-recurring  charges for  acquired  manufacturing
profit in  inventory,  acquired  research and  development  costs,  and acquired
backlog,.  In the second  quarter of 2007,  pursuant to  Statement  of Financial
Accounting  Standards ("SFAS") No. 141 "Business  Combinations"  (SFAS No. 141),
the Company  estimated  the value of the assets and  liabilities  acquired  from
Bairnco  using  information  available  at the time.  The Company  has  retained
valuation  consultants to assist it in determining  the fair value of the assets
and liabilities acquired including inventory,  fixed assets,  pension assets and
liabilities, and identifiable intangibles.  This valuation work has not yet been
completed.  However, the preliminary  valuation indicates that the fair value of
inventory acquired exceeded the Company's initial estimate by approximately $4.4
million,  the fair value of fixed assets acquired exceeded the Company's initial
estimate  by  approximately  $8.4  million,  and the fair value of  identifiable
intangibles  acquired  exceeded the Company's  initial estimate by approximately
$14.1  million,  with an  offsetting  reduction  of goodwill.  These  changes in
estimates  resulted in $8.7 million of charges in the third  quarter,  including
approximately  $5.5  million  to cost of sales,  $0.1  million  to  depreciation
expense,  and $3.1  million  of charges  relating  to  identifiable  intangibles
(comprised of  approximately  $1.5 million of acquired  in-process  research and
development,  $0.8 million of acquired  backlog and $0.8 million of amortization
of other identifiable  intangible assets over preliminary estimated useful lives
of ten years).

      Interest  expense for the third quarter of 2007  increased $4.9 million to
$10.7 million from $5.8 million in the third quarter of 2006.  Bairnco  interest
was $3.4  million of the  increase,  the  remainder  of the increase in interest
expense was principally due to additional  borrowings after the third quarter of
2006. Proceeds from the additional  borrowings were used principally to fund the
acquisition  of  OMG  Midwest  in  December  2006,  and  to  fund  environmental
remediation  costs and required  pension plan  contributions.  In addition,  WHX
borrowed $15.0 million in April 2007 in connection with the Bairnco Acquisition.
There was also an increase in interest  expense  attributable to higher interest
rates in 2007  compared to the same  period of 2006.  Pursuant to the terms of a
subordination  agreement  between  Steel and  Wachovia  Bank N.A.  ("Wachovia"),
interest payable to Steel is accrued but not paid.

      Realized and  unrealized  losses on  derivatives  were $1.0 million in the
third quarter of 2007,  compared to $1.7 million the third quarter of 2006.  The
derivative  financial  instruments  utilized by the Company are  precious  metal
forward and future contracts, which are used to economically hedge the Company's
precious  metal  inventory  against price  fluctuations.  Losses are incurred as
precious  metal market  prices  increase over the contract  term,  and gains are
recognized as precious metal prices  decrease over the contract term.  Increases
in  silver  market  price  occurred  in both  quarters,  resulting  in losses on
derivatives. The reason for the lower loss in the 2007 period is principally the
reduced quantity of precious metal under forward and future contracts.


                                       26


      In the third quarter of 2007 a tax provision of $0.2 million was recorded,
and in the third quarter of 2006 a tax benefit of $0.9 million was recorded. The
2006 tax benefit  from  continuing  operations  of $0.9  million  includes a tax
benefit of $1.6 million  related to discontinued  operations.  The Company's net
tax provision from both continuing and  discontinued  operations of $0.7 million
in 2006,  and its tax  provision of $0.2 million in 2007,  are  principally  for
state and  foreign  taxes.  The Company  has not  recorded a federal  income tax
benefit in either quarter since in the opinion of management;  it is more likely
than not that the benefit of the  Company's  net  operating  loss carry  forward
("NOLs")  will not be realized in the  future.  The Company  records a valuation
allowance against deferred tax assets resulting from NOLs.

      The net income from discontinued  operations relates to the Company's wire
and cable business,  which had been part of the Wire and Tubing segment.  In the
second  quarter of 2005,  all  operations  of the wire and cable  business  were
concluded. Accordingly, these businesses are reported as discontinued operations
in 2006.  A gain on the  disposal of assets,  net of tax, of $2.9 million in the
third  quarter  of 2006  reflects  a gain on the sale of the  land and  building
formerly used in the wire and cable business.

      Net loss for the third quarter of 2007 was $13.7  million,  or ($1.37) per
share,  compared to net income from  continuing  operations  of $2.2  million or
$0.22  per  share  for  the  third  quarter  of  2006.  Including   discontinued
operations, net income was $5.1 million, or $.51 per share for the third quarter
of 2006.

      The comments that follow compare  revenues and operating income by segment
for the third quarter 2007 and 2006.

PRECIOUS METAL

      Net sales for the  Precious  Metal  segment for the third  quarter of 2007
increased  $0.9 million or 2.4% from $36.1  million in the third quarter 2006 to
$37 million. Within the precious metal segment, the sale of the HHEM business in
the first quarter of 2007 resulted in a $3.2 million  reduction in net sales for
the third  quarter of 2007 as compared  to the same  period of 2006.  HHEM's net
sales reduction was partially  offset by a transfer of a portion of its business
to another entity within the precious  metal  segment.  Aside from the reduction
caused by the sale of the HHEM business,  the segment  experienced higher sales,
primarily from higher precious metal prices which are passed on to customers..

      Operating  income for the Precious  Metal  segment was $1.5 million in the
third  quarter of 2007,  compared to $2.9 million in the third  quarter of 2006.
The  2006  quarter  included  a gain of $2.3  million  from the  liquidation  of
precious  metal  inventories  valued at LIFO cost. The sale of the HHEM business
resulted in operating  income  improvements of $0.9 million in the third quarter
of 2007 as compared to the same period of 2006.

TUBING

      In the third quarter of 2007,  net sales for the Tubing  segment  slightly
increased $0.3 million,  or 0.9%, from $30.5 million in 2006 to $30.8 million in
the third quarter of 2007.  The closure of the  Norristown  facility,  which had
experienced  strong  demand in the third  quarter of 2006 prior to its shutdown,
resulted in reduced sales of $3.1 million in 2007. The reduction in net sales in
the third  quarter  of 2007 from the  closure  of the  Norristown  facility  was
partially offset by a transfer of the Norristown facility's small coil business,
and strong demand at the other  stainless steel tubing  facilities,  principally
from the  petrochemical  markets.  The  refrigeration  tubing group  experienced
reduced  sales  volume  resulting  from  weak  demand  from the  North  American
refrigeration market, partially offset by an increase in sales from the European
refrigeration market and the transportation market.

      Operating  income  increased  by $2.2 million to income of $0.3 million in
the third  quarter of 2007 as compared to an  operating  loss of $1.9 million in
the same  period  of 2006.  The  operating  loss in the  third  quarter  of 2006
included  $0.5 million of  restructuring  charges  related to the closing of the
Norristown facility of HHT. The remainder of the improvement in operating income
is due to the successful transfer of the small coil business from the Norristown
facility  to  another  stainless  steel  tubing  facility,  partially  offset by
continued inefficiencies at the North American refrigeration tubing facilities.

ENGINEERED MATERIALS

      Net sales for the Engineered Materials segment increased $9.7 million from
$54.9 million in the third quarter of 2006 to $64.7 million in the third quarter
of 2007 due to increased  volume in the  commercial  roofing  fastener  business
(principally  due to the net sales of OMG  Midwest,  which was  acquired in late
December 2006).  This increase was partially  offset by weaker sales of products
used  in the  domestic  housing  market,  which  is  experiencing  a  continuing
slowdown.

      Operating  income increased by $0.4 million from $6.5 million in the third
quarter of 2006 to $6.9 million in the same period of 2007. Factors resulting in
higher  operating income included profit from higher sales mostly due to the OMG
Midwest acquisition, partially offset by softness in the domestic housing market
and increase in volume of lower margin private label products.


                                       27


BAIRNCO SEGMENTS  (REFERENCES TO THE BAIRNCO SEGMENTS' 2006 COMPARATIVE  AMOUNTS
ARE  PRE-ACQUISITION,  AND SUCH AMOUNTS HAVE NOT BEEN  INCLUDED IN THE COMPANY'S
RESULTS. THEY ARE STATED HERE FOR COMPARISON PURPOSES ONLY.)

      Net sales for the Arlon EM,  Arlon CM, and the Kasco  segments  (together,
the "Bairnco  segments") on a combined basis for the quarter ended September 30,
2007 were $49.9  million.  Arlon's EM sales of $15.5 million  improved 3.8% over
prior  year as both the  electronics  and  industrial  markets  remained  strong
through the third quarter.  Arlon's CM sales of $18.2 million improved 4.7% from
2006 on increased sales to the domestic graphics market.  Kasco's sales of $16.3
million  were up  significantly  over prior year from the impact of the  Atlanta
SharpTech  acquisition  and the impact of exchange rates of a weakened US dollar
on European sales.

      Gross profit of the Bairnco  segments for the quarter ended  September 30,
2007 was $9.0  million,  or 18.1% of net  sales.  Gross  profit  was  negatively
impacted by a charge to cost of sales for $5.5 million of  manufacturing  profit
that was included in the acquisition value of the inventory purchased by WHX and
sold in the  period.  Arlon's  EM  gross  profit  margin  was down  slightly  on
increased raw material costs, scrap and operating  inefficiencies.  Gross profit
margins at Arlon CM were negatively  impacted by increased  inefficiencies  from
lower production volumes as sales to the Corporate  re-imaging markets softened.
Kasco's gross profit  margins  improved from the prior year as certain sales and
cost efficiencies from the Atlanta SharpTech acquisition were implemented.

      Selling  and  administrative  expenses  for the Bairnco  segments  for the
quarter  ended  September  30, 2007 of $15.9  million  include  $1.5  million of
non-recurring charges for acquired research and development and $0.8 million for
acquired  backlog.  It also  includes  amortization  of $0.8  million due to the
valuation of intangibles acquired in the acquisition by WHX.

UNALLOCATED CORPORATE EXPENSES

      Unallocated  corporate  expenses  increased from $0.9 million in the third
quarter  of 2006 to $2.0  million  in the  third  quarter  of 2007.  There  were
increases  in the  costs  for  audit  and  legal  fees,  and  non-cash  expenses
associated with stock-based compensation for certain executives.

COMPARISON OF THE FIRST NINE MONTHS OF 2007 WITH THE FIRST NINE MONTHS OF 2006

      Net sales for the first nine months of 2007  increased by $117.5  million,
or 32.7%,  to $477.1  million,  as compared to $359.6  million in the first nine
months of 2006.  The  Bairnco  Acquisition  accounted  for $93.0  million of the
increase.  The results of  operations  of Bairnco are included in the  financial
results of WHX beginning April 13, 2007, and comprise  approximately 24 weeks of
operations.  Net sales  increased by $1.9 million at the Precious Metal segment,
decreased by $2.2 million at the Tubing segment,  and increased $24.7 million at
the  Engineered  Materials  segment,  principally  due to sales from the roofing
fastener business acquired by the Company in December 2006. There were net sales
increases at the Precious Metal and Tubing  segments,  but they were offset by a
decrease  in net sales from  businesses  that had been sold or exited  after the
third quarter of 2006 (HHEM and HHT).

      Gross  profit  percentage  increased  to 19.8% in the first nine months of
2007 from 19.1% in the first nine months of 2006. The 2007 period was positively
affected by the acquisition of Bairnco, which contributed $22.8 million to gross
profit and 1.1% higher gross profit percent on a consolidated basis than without
Bairnco.  This was despite the fact that the Bairnco  segments' gross profit had
been negatively  impacted by approximately $5.5 million of manufacturing  profit
that was included in the acquisition value of the inventory purchased by WHX and
sold in the period. The Tubing segment increased gross profit as compared to the
2006 period primarily from higher margin in the stainless steel tubing business.
Partially offsetting these gains, the 2007 period was negatively affected within
the Precious Metal segment by a $0.7 million loss principally on the sale of the
HHEM inventory  (related to the sale of the  business),  as compared to positive
gross profit for this business in the 2006 period. In addition,  the 2006 period
included a $4.1 million favorable effect on gross profit from the liquidation of
precious metal inventories valued at LIFO cost.

      SG&A expenses  increased  $36.6 million to $83.1 million,  or 17.4% of net
sales,  in the first  nine  months of 2007 from $46.6  million,  or 13.0% of net
sales,  in the  comparable  2006  period.  SG&A  expenses of Bairnco,  which was
acquired  in April  2007,  accounted  for  approximately  $27.0  million  of the
increase,  and such SG&A expenses reflect $1.5 million of non-recurring  charges
for acquired  research and  development  and $0.8 million for acquired  backlog.
They also include  amortization of $0.8 million due to the intangibles  acquired
in the Bairnco Acquisition. In addition, there was also an increase in 2007 from
the  acquisition of OMG Midwest,  a roofing  fastener  business  acquired by the
Company in late 2006. Its costs include  operating costs as well as amortization
of certain acquired intangible assets.  Furthermore,  under Revised Statement of
Financial Accounting Standards No. 123(R), the Company is required to record its
obligation for stock options at the fair value


                                       28


on the  date  of  grant.  The  Company  recorded  $1.6  million  of  stock-based
compensation  expense  in 2007  related  to stock  options  and other  incentive
arrangements.  In addition, costs also rose in the 2007 period due to additional
audit and other professional  fees,  partially offset by reduced costs resulting
from the closure of the HHEM and Norristown facilities.

      The Company  recorded a gain from insurance  claims of $5.7 million in the
first nine months of 2007,  and had  recorded a similar  gain of $0.8 million in
the first nine months of 2006. The insurance proceeds that the Company collected
related to claims from a fire at an H&H subsidiary plant in 2002.

      Environmental  remediation  expenses of $2.5 million were  recorded in the
first nine months of 2007 as  compared to $2.9  million in the first nine months
of 2006.  Expenses for both years relate principally to the Company's  estimated
exposure at the Shpack site, and  remediation  liability in connection  with the
Company's Norristown facility.  The Company increased its reserve related to the
Shpack  site by $2.1  million  based on the latest  estimate  of cleanup  costs,
together  with certain past  oversight  costs,  and an expected  increase in the
Company's  allocation  percentage  among  the  PRP's.  At the  Company's  former
Norristown  facility,  the  Company  completed  a  study  which  indicated  that
environmental remediation activities with an estimated cost of $0.8 million were
required,  which the Company  accrued as of the first nine  months of 2006,  and
increased by an additional $0.1 million in 2007.

      The asset impairment charge of $1.8 million in the statement of operations
for the first  nine  months of 2006  relates to the  closing  of the  Norristown
facility.  Restructuring  charges of $2.4 million also relate to the  Norristown
facility closing.  The restructuring  charges included  termination  benefits of
$2.0 million and $0.1 million resulting from a pension plan curtailment and $0.3
million for other charges.

      Operating  income at the  consolidated  level for the first nine months of
2007 was $14.0 million,  which was $1.9 million lower than the first nine months
of 2006. Bairnco operating loss was $4.3 million, and was negatively impacted by
non-recurring  charges of $7.8  million  for  acquired  manufacturing  profit in
inventory,  acquired research and development costs, and acquired backlog,. This
was partially offset by the gain on insurance proceeds, which provided operating
income of $5.7 million.  Decreases to operating  income in 2007 were also due to
higher SG&A expenses  related to additional  audit and other  professional  fees
and, expenses  associated with share-based  compensation for certain executives,
partially  offset by reduced SG&A costs  resulting  from the closure of the HHEM
and Norristown  facilities.  Operating income for the comparable  period in 2006
included $4.2 million for asset  impairment and  restructuring  costs related to
the closing of Norristown.

      Interest expense for the first nine months of 2007 increased $12.8 million
to $28.6  million  from  $15.7  million  in the  first  nine  months  of 2006 as
borrowings and the related  interest rates both increased.  Debt as of September
30, 2007 exceeded the September 30, 2006 balance by $193.8 million due mainly to
the financing of $101.4  million for the Bairnco  Acquisition,  plus  additional
borrowings.  $26.0 million of the proceeds from the  additional  borrowings  was
used to fund the  acquisition of OMG Midwest in December 2006, and the remainder
was used  principally  to fund  environmental  remediation  costs  and  required
pension  plan  contributions.  There was also an increase  in  interest  expense
attributable  to higher  interest  rates in 2007  compared to the same period of
2006 and higher amortization of deferred financing costs in 2007 compared to the
same period of 2006. Pursuant to the terms of a subordination  agreement between
Steel and Wachovia, interest payable to Steel is accrued but not paid.

      Realized and unrealized losses on derivatives  totaled $1.0 million in the
first nine months of 2007,  compared to $6.2 million in the first nine months of
2006.  The  derivative  instruments  utilized by the Company are precious  metal
forward and future contracts.  In the 2007 period,  the market price of gold and
silver  increased  at a  lower  rate  than  in  2006,  and in  addition,  hedged
quantities of silver declined substantially in 2007.

      In the first  nine  months of 2007 a tax  provision  of $2.2  million  was
recorded for state and foreign taxes.  The 2006 net tax provision for continuing
operations  of $0.3 million  includes a tax benefit of $1.6  million  related to
discontinued  operations.  The Company's net tax provision from both  continuing
and  discontinued  operations was $1.9 million in the first nine months of 2006,
and was also  principally  for state and foreign taxes.  The Company  recorded a
valuation  allowance  related to the tax benefits  associated with its operating
losses in each period due to the  uncertainty of realizing these benefits in the
future.

      The net income from discontinued  operations relates to the Company's wire
and cable business,  which had been part of the Wire and Tubing segment.  In the
second  quarter of 2005,  all  operations  of the wire and cable  business  were
concluded. Accordingly, these businesses are reported as discontinued operations
in 2006.  A gain on the  disposal of assets,  net of tax, of $2.9 million in the
first nine months of 2006  reflects a gain on the sale of the land and  building
formerly used in the wire and cable business.

      Net loss for the first nine months of 2007 was $18.2  million,  or ($1.82)
per share,  compared to a net loss from continuing operations of $6.4 million or
($0.64)  per share for the first  nine  months of 2006.  Including  discontinued
operations,  net loss was $3.7 million,  or $(.37) per share for the nine months
ended September 30, 2006.


                                       29


      The comments that follow compare  revenues and operating income by segment
for the first nine months of 2007 and 2006:

PRECIOUS METAL

      Net sales for the Precious Metal segment increased $2.0 million,  or 1.7%,
from $112.2 million in 2006 to $114.2 million in 2007. Within the precious metal
segment,  the sale of the HHEM business resulted in a $13.4 million reduction in
net sales for the first nine months of 2007 compared to the same period of 2006,
partially offset by a transfer of a portion of HHEM's business to another entity
within the precious metal segment.  Aside from the reduction  caused by the sale
of the HHEM business,  the segment,  particularly the precious metal fabrication
group,  experienced higher net sales from both increased volume and market share
with increased sales to existing  customers as well as to new customers  because
of new distribution and sales force initiatives.

      Operating income for the Precious Metal segment  decreased $4.8 million to
$3.0  million in 2007 from $7.8  million in 2006.  Operating  income in the 2007
period was negatively affected by continued weakness in the automotive market, a
less profitable mix of industrial products sold, and higher base metal costs. In
addition,  operating  income  was  reduced by a $0.4  million  loss upon sale of
certain inventory and by $0.2 million of employee-related termination costs when
the HHEM business was sold in March 2007. The first nine months of 2006 had been
positively  impacted by a gain of $4.1 million from the  liquidation of precious
metal inventories valued at LIFO cost.

TUBING

      In the first  nine  months  of 2007,  net  sales  for the  Tubing  segment
decreased $2.2 million,  or 2.3%, from $93.2 million in 2006 to $91.1 million in
2007,  principally due to the closure of the Norristown  facility.  The facility
continued to operate  during the first nine months of 2006 and recorded sales of
$13.9  million,   principally  due  to  special   non-recurring  net  sales  and
accelerated  shipment of product  prior to shutdown.  The reduction in net sales
from the closure of the Norristown  facility was partially  offset by a transfer
of the Norristown facility's small coil business, and strong demand at the other
stainless steel tubing facilities,  principally from the petrochemical  markets.
The refrigeration  tubing group experienced  reduced sales volume resulting from
weak demand from the North American refrigeration market, partially offset by an
increase in sales from the European refrigeration market.

      Operating  loss decreased by $5.4 million to a loss of $0.1 million in the
first nine  months of 2007 from an  operating  loss of $5.6  million in the same
period of 2006. The 2006 loss included a total of $4.2 million for restructuring
costs of $2.4 million and an asset impairment charge of $1.8 million recorded in
the  second  quarter  of  2006;  both of  which  relate  to the  closing  of the
Norristown facility.  In addition,  cost inefficiencies at the Company's Mexican
tubing facility also contributed to the operating loss in both periods.

ENGINEERED MATERIALS

      Net sales for the Engineered Materials segment increased $24.7 million, or
16.0%, from $154.1 million in the first nine months of 2006 to $178.8 million in
the same  period  of 2007 due to  increased  volume  in the  commercial  roofing
fastener  business  (principally due to the net sales of OMG Midwest,  which was
acquired in late December  2006).  This increase was partially  offset by weaker
sales of products used in the domestic  housing market,  which is experiencing a
continuing slowdown.

      Operating  income  decreased  in the  first  nine  months  of 2007 by $0.6
million from $15.0 million in 2006 to $14.4 million in 2007.  Factors  resulting
in lower  operating  income  included soft demand from the housing  construction
market,  reduced  gross  margin from a mix of lower  margin  products as well as
higher SG&A expenses including  amortization of certain intangibles  acquired in
December 2006 and the  postretirement  welfare plan  curtailment  charge of $0.7
million  at one of the H&H  subsidiaries  included  in this  segment.  This  was
partially offset by improved sales in the commercial roofing market.

BAIRNCO SEGMENTS  (REFERENCES TO THE BAIRNCO SEGMENTS' 2006 COMPARATIVE  AMOUNTS
ARE  PRE-ACQUISITION,  AND SUCH AMOUNTS HAVE NOT BEEN  INCLUDED IN THE COMPANY'S
RESULTS. THEY ARE STATED HERE FOR COMPARISON PURPOSES ONLY.)

      Net sales for the  Bairnco  segments  on a  combined  basis for the period
April 13 through  September  30,  2007 were $93.0  million.  Arlon's EM sales of
$29.5  million  improved  over  prior  year  on  strong  activity  in  both  the
electronics and industrial  markets.  Arlon's CM sales of $32.9 million declined
from 2006 on slow sales to the domestic graphics and industrial markets. Kasco's
sales of $30.6 million were up significantly  over prior year from the impact of
the Atlanta SharpTech acquisition and the impact of exchange rates of a weakened
US dollar on European sales.


                                       30


      Gross profit for the Bairnco  segments on a combined  basis for the period
April 13 through  September 30, 2007 was $22.8 million or 24.6% of sales.  Gross
profit was negatively  impacted by a charge to cost of sales for $5.5 million of
manufacturing profit that was included in the acquisition value of the inventory
purchased by WHX and sold in the period. Arlon's EM gross profit margin was down
slightly on increased raw material  costs,  scrap and operating  inefficiencies.
Gross  profit  margins  at  Arlon  CM  were  negatively  impacted  by  increased
inefficiencies   from  lower  production  volumes  as  sales  to  the  corporate
re-imaging  markets  softened.  Kasco's gross profit  margins  improved from the
prior year as certain  sales and cost  efficiencies  from the Atlanta  SharpTech
acquisition were implemented.

      Selling and administrative expenses for the Bairnco segments on a combined
basis for the  period  April 13  through  September  30,  2007 of $27.0  million
include  $1.5  million  of  non-recurring  charges  for  acquired  research  and
development   and  $0.8  million  for  acquired   backlog.   They  also  include
amortization of $0.8 million due to the valuation of intangibles acquired in the
acquisition by WHX.

UNALLOCATED CORPORATE EXPENSES

      Unallocated  corporate  expenses  increased from $2.7 million in the first
nine months of 2006 to $5.7 million in the first nine months of 2007. There were
increases  in the  costs  for  audit  and  legal  fees,  and  non-cash  expenses
associated with stock-based compensation for certain executives.

DISCUSSION OF CONSOLIDATED STATEMENT OF CASH FLOWS

      Net cash used by operating  activities for the nine months ended September
30, 2007 totaled  $12.5  million.  Net loss  adjusted  for  non-cash  income and
expense items provided approximately $5.3 million. Working capital accounts used
$17.7  million of cash,  as follows:  Accounts  receivable  used $17.3  million,
inventories  provided $11.5 million,  interest accrued but not paid to a related
party provided $5.6 million,  and net other current assets and liabilities  used
$17.6 million.  Other non-working  capital items included in operations provided
$0.1  million.  Cash  used by  operating  activities  in the nine  months  ended
September 30, 2006 totaled $11.5 million,  and principally was caused by the net
loss of the period, as well as a seasonal increase in accounts  receivable and a
$11.8  million  decrease  in  current   liabilities,   driven  by  environmental
remediation payments.

      Cash flow provided by inventory,  with precious metal  inventory  measured
using LIFO cost,  totaled $11.5  million in the nine months ended  September 30,
2007.  Inventory  used  $0.3  million  of cash  flow in the  nine  months  ended
September 30, 2006. In the normal course of business, H&H accepts precious metal
from suppliers and customers,  which  quantities are returnable in fabricated or
commercial bar form under agreed-upon  terms. To the extent such metals are used
by the Company to meet its operating requirements, the amount of inventory which
H&H must own is reduced.  In the first  quarter of 2007,  the  Company  received
400,000 ounces of silver from a customer under an unallocated pool agreement. As
a result of this  agreement,  along with a reduction  in  operating  needs,  the
Company  was able to reduce its owned  quantity of silver by over  400,000  troy
ounces,  providing  over $5.0  million in cash.  The Company has  deferred  $3.6
million in profit arising from the temporary  liquidation of the LIFO inventory,
which is included  in accrued  liabilities  on the  September  30, 2007  balance
sheet.  The deferred gain reflects the excess of the current market value of the
precious metal over the LIFO value of the inventory decrement.  In addition,  as
the Company sold the inventory  that it had acquired in the Bairnco  Acquisition
in April 2007,  it recovered the  manufacturing  profit of $5.5 million that was
paid for the inventory at that date.  Throughout 2006, the Company's quantity of
precious metal in inventory also declined,  principally because of the wind-down
of the HHEM  business  and  because of the sale of the  Company's  interest in a
Singapore operation.

      The use of funds due to accounts receivable in both the nine month periods
ended September 30, 2007 and 2006 ($17.3 million and $9.7 million, respectively)
was  principally  caused by a seasonal  increase  in accounts  receivable  which
resulted  from  higher  sales  levels for the third  quarter of each period (and
particularly  the last month of the quarter)  compared to the fourth  quarter of
the prior year. Net sales in the third quarter of 2007 (excluding  Bairnco) were
$132.5 million,  as compared to $101.4 million in the fourth quarter of 2006, an
increase of $31.1  million.  Net sales in the third  quarter of 2006 were $121.6
million, as compared to $99.2 million in the fourth quarter of 2005; an increase
of $22.4 million.

      Net other current assets and  liabilities  used $11.9 million of cash flow
in the nine months ended September 30, 2007 and $10.9 million in the same period
of 2006.  The 2007 period use of cash was driven by $21 million of payments made
to fund the WHX Pension  Plan,  and  approximately  $4.9 million of payments for
environmental remediation costs, but was partially offset by the accrual of $5.7
million of  interest  payable to a related  party (net of  payments),  a current
liability  related to the  deferral of the  temporary  LIFO gain of $3.6 million
discussed above, and additional environmental remediation accruals totaling $2.5
million. The use of cash of $10.9 million in the nine months ended September 30,
2006 was driven by cash used for the payment of $14.4  million of  environmental
remediation  costs and  payments  to fund the WHX  Pension  Plan  totaling  $4.9
million,  partially  offset by the  recording  of a $2.9  million  environmental
remediation  accrual  and  a  restructuring  reserve  of  $2.4  million.   Other
non-working capital items included in operating activities provided $0.1 million
in the nine  months  ended  September  30,  2007,  as  compared to a use of $0.9
million in the same period of 2006.


                                       31


      Investing  activities  used  $103.1  million  in  the  nine  months  ended
September 30, 2007, driven by the Bairnco Acquisition, which used $99.5 million,
net of cash acquired.  See discussion below for additional detail on the Bairnco
Acquisition. This was partially offset by $4.3 million of proceeds from the sale
of  assets,  principally  related  to the sale of the HHEM  and  certain  of the
Norristown facility assets.  Investing  activities used $6.1 million in the nine
month ended  September  30,  2006,  and  included net cash paid out for precious
metal  derivative  contracts of $7.2 million,  but was partially  offset by $7.2
million from the sale of assets in 2006 related to a discontinued  operation. In
addition,  capital spending in the nine months ended September 30, 2007 was $7.0
million,  as compared to $6.8 million spent on capital  improvements in the same
period of 2006.

      Financing  activities  provided  $119.6  million in the nine months  ended
September  30,  2007,  $101.4  million of which was due to the  financing of the
Bairnco Acquisition,  which is discussed more fully below. In July 2007, Bairnco
completed a refinancing of its debt which  resulted in new term loan  borrowings
of $76.0 million and payments of approximately  $55.5 million to Steel and $14.8
million of term loan payments to its former credit bank. H&H borrowed a total of
$13.7  million  from Steel;  $5.7  million in July and $8.0 million in September
2007.  There were  additional  net  drawdowns of $7.9  million on the  revolving
credit facilities of both H&H and Bairnco  (post-acquisition),  partially offset
by $6.3 million of  additional  principal  repaid on term loans and $3.9 million
related to financing fees  principally  in connection  with the extension of the
maturity of the H&H credit  facilities and the  refinancing  of Bairnco's  debt.
Financing activities provided $18.2 million of net cash in the nine months ended
September 30, 2006,  principally  from new term loan  borrowings,  which totaled
$26.0 million during the period.  The increase in debt between December 31, 2005
and September 30, 2006  consisted of the  following:  On December 29, 2005,  H&H
entered  into an  amendment  to its Term B Loan with Steel which  provided  for,
among other  things,  a $10 million  increase in such loan in January  2006.  On
January 24, 2006, H&H's wholly-owned  subsidiary,  OMG, Inc. entered into a loan
agreement with Sovereign Bank for $8.0 million,  collateralized by a mortgage on
OMG,  Inc.'s  real  property.  On March 31,  2006,  H&H and  Steel  agreed to an
increase in the Term B Loan in the amount of $9.0 million and the  prepayment in
the same amount of a portion of H&H's subordinated  intercompany promissory note
issued to WHX.

BAIRNCO ACQUISITION

      On April 12, 2007,  Steel and WHX entered into a Stock Purchase  Agreement
whereby WHX acquired Steel's entire interest in BZ Acquisition Corp.  ("BZA"), a
Delaware  corporation and wholly owned  subsidiary of Steel (the "BZA Transfer")
for  $10.00.  In  addition,  WHX agreed to  reimburse  all  reasonable  fees and
expenses  incurred by Steel in connection with the Offer and the Merger (each as
defined below). BZA was the acquisition  subsidiary in a tender offer to acquire
up to all of the outstanding stock of Bairnco for $13.50 per share in cash.

      Steel, BZA, and Bairnco entered into an Agreement and Plan of Merger dated
as of February 23, 2007 (the "Merger Agreement"),  pursuant to which BZA amended
its tender offer to acquire all of the outstanding common shares of Bairnco at a
price of $13.50  per share in cash  (the  "Offer").  In  addition,  all  Bairnco
shareholders  of record on March 5, 2007 continued to be entitled to receive the
declared first quarter  dividend of $0.10 per share,  for total cash proceeds of
$13.60 per share.  On April 13, 2007,  upon the expiration of the Offer pursuant
to the Merger  Agreement,  BZA acquired  approximately  88.9% of the outstanding
common stock of Bairnco.

      Pursuant to the Merger  Agreement,  on April 24, 2007, BZA was merged with
and into Bairnco with  Bairnco  continuing  as the  surviving  corporation  as a
wholly owned  subsidiary of WHX (the  "Merger").  At the  effective  time of the
Merger,  each Bairnco common share then outstanding  (other than shares owned by
BZA or its direct parent  entity,  shares owned by Bairnco as treasury stock and
shares held by stockholders  who properly  exercise their appraisal  rights) was
automatically  converted  into the  right to  receive  $13.50  per share in cash
without interest and subject to applicable withholding taxes.  Immediately prior
to the  Merger,  BZA held  approximately  90.1%  of the  outstanding  shares  of
Bairnco.  The  proceeds  required  to fund  the  closing  of the  Offer  and the
resulting Merger and to pay related fees and expenses were approximately  $101.4
million.

      In  connection  with the  closing  of the  Offer,  initial  financing  was
provided by Steel through two credit  facilities.  Steel  extended to BZA bridge
loans in the principal amount of approximately $75.1 million,  $1.4 million, and
$10.0 million (and may extend additional loans of approximately $3.6 million, up
to an aggregate total amount of borrowings of $90.0 million)  pursuant to a Loan
and Security  Agreement (the "Bridge Loan Agreement"),  between BZA and Bairnco,
as  borrowers,  and  Steel,  as  lender.  Approximately  $56.7  million  of  the
indebtedness  under the Bridge Loan Agreement was repaid in July 2007, leaving a
principal balance of approximately $31.8 million. See "Liquidity".  In addition,
Steel extended to WHX a $15.0 million  subordinated  loan, which is unsecured at
the WHX level,  pursuant to a  Subordinated  Loan and  Security  Agreement  (the
"Subordinated Loan Agreement" and, together with the Bridge Loan Agreement,  the
"Loan  Agreements"),  between  WHX,  as  borrower,  and Steel,  as  lender.  WHX
contributed  the $15.0  million  proceeds of the  subordinated  loan to BZA as a
capital contribution.


                                       32


      The Bridge  Loan  Agreement  provides  for bridge  term loans of up to $90
million  from  Steel to BZA,  which  were  assumed by Bairnco as a result of the
Merger.  Borrowings  under the Bridge Loan Agreement bear (i) cash interest at a
rate per annum  equal to the prime  rate of JP Morgan  Chase plus 1.75% and (ii)
pay-in-kind interest at a rate per annum equal to 4.5% for the first 90 days the
initial  loan is  outstanding  and 5%  (instead  of 4.5%) for the balance of the
term, each as adjusted from time to time. The minimum aggregate interest rate on
borrowings  under the Bridge Loan  Agreement is 14.5% per annum for the first 90
days the initial loan is  outstanding,  and 15% (instead of 14.5%) per annum for
the balance of the term, and the maximum  aggregate  interest rate on borrowings
under the Bridge Loan Agreement is 18% per annum. The cash interest rate and the
pay-in-kind  interest  rate may be adjusted  from time to time,  by agreement of
Steel and  Bairnco,  so long as the  aggregate  interest  rate remains the same.
Interest  is  payable  monthly in  arrears.  Obligations  under the Bridge  Loan
Agreement are guaranteed by certain of Bairnco's subsidiaries and collateralized
by a junior lien on the assets of Bairnco and  certain of its  subsidiaries  and
capital stock of certain of Bairnco's subsidiaries. Obligations under the Bridge
Loan  Agreement are also  guaranteed by the Company on an unsecured  basis.  The
scheduled  maturity date of the indebtedness  under the Bridge Loan Agreement is
the earlier to occur of (i) June 30, 2008 and (ii) such time as Bairnco  obtains
any replacement  financing.  Indebtedness under the Bridge Loan Agreement may be
prepaid without penalty or premium.

      The Subordinated  Loan Agreement  provides for a subordinated term loan of
$15 million from Steel to WHX,  which is unsecured at the WHX level.  Borrowings
under the Subordinated  Loan Agreement bear  pay-in-kind  interest at a rate per
annum equal to the prime rate of JP Morgan Chase plus 7.75%,  adjusted from time
to time,  with a minimum  interest rate of 16% per annum and a maximum  interest
rate of 19% per annum. Interest is payable monthly in arrears. Obligations under
the  Subordinated  Loan  Agreement are  guaranteed by Bairnco and certain of its
subsidiaries  and  collateralized  by a junior lien on the assets of Bairnco and
certain  of  its   subsidiaries  and  capital  stock  of  certain  of  Bairnco's
subsidiaries. The indebtedness under the Subordinated Loan Agreement will mature
on the second  anniversary of the issuance of the  subordinated  loan and may be
prepaid without penalty or premium.

      The  Loan  Agreements  contain  customary   representations,   warranties,
covenants,  events of default and indemnification  provisions.  The indebtedness
under  the  Bridge  Loan  Agreement  and  the  related  security   interests  is
subordinated to the indebtedness and related  security  interests  granted under
Bairnco's  existing senior credit  facility.  The guarantees of the indebtedness
under the  Subordinated  Loan  Agreement and the related  security  interests is
subordinated  to  all  indebtedness  and  security  interests  described  in the
preceding sentence.

OFF-BALANCE SHEET ARRANGEMENTS

          It is  not  the  Company's  usual  business  practice  to  enter  into
off-balance  sheet  arrangements  such as  guarantees  on  loans  and  financial
commitments,  indemnification  arrangements,  and  retained  interests in assets
transferred to an unconsolidated  entity for  securitization  purposes.  Certain
customers and suppliers of the Precious Metal segment choose to do business on a
"pool" basis.  Such  customers or suppliers  furnish  precious  metal to H&H for
return in fabricated form  ("customer  metal") or for purchase from or return to
the supplier. When the customer's precious metal is returned in fabricated form,
the customer is charged a fabrication  charge.  The value of consigned  precious
metal is not included in the Company's  balance sheet. As of September 30, 2007,
the Company  held  customer  metal  comprised of 735,564  ounces of silver,  377
ounces of gold,  and 1,340  ounces of  palladium.  The market value per ounce of
silver,  gold, and palladium as of September 30, 2007 was $13.80,  $743.56,  and
$343.75, respectively.

LIQUIDITY

      The Company has incurred  significant  losses and negative cash flows from
operations  in recent  years,  and as of September  30, 2007 had an  accumulated
deficit of $431.5  million.  As of September  30, 2007,  the  Company's  current
assets  totaled  $216.0  million  and its  current  liabilities  totaled  $356.8
million;  a working capital  deficit of $140.8 million.  Included in the current
liabilities  as of  September  30,  2007 is a total of  $124.2  million  of loan
principal,  interest,  and  manditorily  redeemable  preferred  stock payable to
Steel,  a related  party.  Such amounts are  expected to be either  partially or
totally repaid after the completion of a proposed rights offering. See Note 14 -
Subsequent  Events.  The Company's  working capital deficit at December 31, 2006
was $1.6 million.  As of September 30, 2007,  the majority of the Company's debt
has been  classified  as  short-term  since its maturity  date is within  twelve
months  (June  30,  2008);  whereas  as of  December  31,  2006,  such  debt was
classified as long-term  since its maturity date exceeded one year.  The Company
intends to refinance its debt, but there can be no assurance that such financing
will be  available  or available  on terms  acceptable  to the  Company.  If the
Company cannot  refinance H&H's debt that is due on June 30, 2008,  there can be
no  assurance  that H&H will be able to continue  to operate its  business or to
provide WHX with additional capital to fund its operations. As previously noted,
Bairnco's bank debt was refinanced in July 2007 with a new scheduled maturity of
2012.  Additionally,  at times over the past several years,  H&H has not been in
compliance  with  certain  of its bank  covenants  and has  obtained a number of
waivers from its lenders related to such covenants.

      WHX is a  holding  company  and  has as  its  sole  source  of  cash  flow
distributions  from  its  operating  subsidiaries,  H&H and  Bairnco,  or  other
discrete  transactions.  H&H's credit facilities effectively do not permit it to
transfer any cash or other assets to WHX (with the exception of (i) an unsecured
loan for required  payments to the WHX Pension Plan,  (ii) an unsecured loan for
other uses in the  aggregate  principal  amount not to exceed $3.5  million,  of
which  approximately $3.4 million has already been distributed,  (iii) the loan,
distribution or other advance of up to  approximately  $7.4 million,  subject to
certain   limitations,   to  the  extent  loaned  by  Steel  to  H&H,  of  which
approximately  $2.3 million has already been  distributed,  and (iv) up to $13.1
million to be used by WHX solely to make a contribution to the WHX Pension Plan,
which  contribution  of $13.0  million was made on September  12,  2007).  H&H's
credit  facilities  are  collateralized  by  substantially  all of H&H's assets.
Similarly,  Bairnco's  bank credit  facilities and term loan do not permit it to
make any distribution,  pay any dividend or transfer any cash or other assets to
WHX other than common stock of Bairnco.

      WHX's ongoing operating cash flow  requirements  consist of paying certain
administrative  costs and funding the  minimum  requirements  of the WHX Pension
Plan.  On  September  12,  2007,  WHX made a payment to the WHX Pension Plan of


                                       33


$13.0 million,  which exceeded the minimum required contribution under ERISA. As
a result of such accelerated contribution,  the future required contributions to
the WHX Pension Plan are expected to decline,  with no contribution  required in
2008,  based on an estimate from our actuary.  As of September 30, 2007, WHX and
its  subsidiaries  that are not restricted by loan  agreements or otherwise from
transferring  funds to WHX (collectively,  its "Unrestricted  Subsidiaries") had
cash of approximately $2.7 million and current liabilities of approximately $7.9
million,  including  $5.1 million of  mandatorily  redeemable  preferred  shares
payable to a related party.

      H&H's availability under its revolving credit facility as of September 30,
2007, was  approximately  $18.0 million.  On March 29, 2007, all such H&H credit
facilities,  including the term loans, were amended to (i) redefine EBITDA, (ii)
reset the levels and amend certain of the financial covenants,  (iii) extend the
termination date of the credit  facilities from March 31, 2007 to June 30, 2008,
(iv)  permit  the  extension  by H&H to WHX of an  unsecured  loan for  required
payments to the WHX Pension Plan, under certain  conditions,  and (v) permit the
extension  by H&H to WHX of an  unsecured  loan for other uses in the  aggregate
principal  amount not to exceed  $3.5  million  under  certain  conditions.  The
amendments also provided for the pledge of 65% of all outstanding  securities of
Indiana Tube  Danmark  A/S, a Danish  corporation  and a  wholly-owned  indirect
subsidiary of H&H, and Protechno,  S.A., a French corporation and a wholly-owned
indirect subsidiary of H&H. Finally, the amendments also provided for waivers of
certain events of default existing as of March 29, 2007.

      On June 15, 2007, the lenders under H&H's  revolving  credit  facility and
other  facilities  granted a waiver to the events of default arising as a result
of the  Order  of  Prejudgment  Attachment  entered  by the  Superior  Court  of
Fairfield County,  Connecticut (the "Fairfield  Superior Court") on December 18,
2006 in connection with the litigation known as HH East Parcel v. Handy & Harman
currently pending in the Fairfield Superior Court in the amount of approximately
$3.5 million and the Notice of Bank Attachment/Garnishment dated May 21, 2007 by
the State Marshal of Fairfield County, Connecticut to JPMorgan Chase Bank in the
amount of $3.5 million, and related matters (see Note 13- Contingencies).

      On July 27, 2007, H&H and certain of its  subsidiaries  amended its credit
facilities, effective as of July 20, 2007 to, among other things, (i) change the
definition  of  EBITDA,  (ii)  permit  additional  loans  by  Steel to H&H in an
aggregate amount not to exceed  approximately $7.4 million, and (iii) permit the
loan,  distribution or other advances by H&H to WHX of up to approximately  $7.4
million, subject to certain limitations, to the extent loaned by Steel to H&H as
permitted by these amendments.  On July 31, 2007, Steel loaned H&H approximately
$5.7 million.

      On September  10, 2007,  H&H and certain of its  subsidiaries  amended its
credit  facilities,  to, among other things,  (i) provide for an additional term
loan by Steel of $8.0  million to H&H and its  subsidiaries,  and (ii)  permit a
loan by H&H to WHX of up to $13.1  million  to be used by WHX  solely  to make a
contribution  to the WHX Pension Plan. On September 12, 2007, the Company made a
payment to the WHX Pension  Plan of $13.0  million,  which  exceeded the minimum
required contribution under ERISA. As a result of such accelerated contribution,
the Company's required  contributions to the WHX Pension Plan over the next five
years are expected to decline,  and the Company believes that the full amount of
the Internal Revenue Service ("IRS")  conditional  waiver of the minimum funding
requirements  for the WHX Pension Plan for the 2005 plan year ("IRS Waiver") has
been repaid.  Subject to the Pension  Benefit  Guaranty  Corporation's  ("PBGC")
confirmation  that the IRS Waiver amount has been paid in full, the  subordinate
liens granted to the PBGC shall be terminated.


      On March 4, 2007, the Company sold certain assets,  including the land and
building,  certain  machinery  and  equipment,  and  inventory  of HHEM  for net
proceeds of approximately $3.8 million. Of the total net proceeds,  $2.5 million
was used to make an incremental payment to the WHX Pension Plan, pursuant to the
terms of a prior agreement with the PBGC. Under the terms of the sale agreement,
the Company  has  retained  responsibility  for any  pre-existing  environmental
conditions requiring remediation at the Rhode Island site.

      Bairnco  became a  wholly-owned  subsidiary of WHX in April 2007.  Initial
financing  to fund the tender  offer to acquire  Bairnco  was  provided by Steel
through two credit  facilities,  the Bridge Loan Agreement and the  Subordinated
Loan Agreement,  in the  approximate  aggregate  amount of $101.4  million.  The
availability  under the Bairnco  revolving credit facility on September 30, 2007
was approximately $12.6 million. See previous section-" Bairnco Acquisition" for
a complete description of these facilities.

      On July 18, 2007,  Bairnco  completed the refinancing of: (i) all existing
indebtedness  of Bairnco and its  subsidiaries  under its Senior  Secured Credit
Facility  dated as of November 9, 2006 with Bank of  America,  N.A.,  and (ii) a
portion of the existing indebtedness under the Bridge Loan Agreement pursuant to
which Steel made an $86.5 million term loan to Bairnco.

      Under the refinancing,  Bairnco entered into (i) a Credit Agreement, dated
as of July 17, 2007 (the "First Lien Credit  Agreement"),  by and among Bairnco,
Arlon, Inc. ("Arlon"),  Arlon Viscor Ltd. ("Arlon Viscor"), Arlon Signtech, Ltd.
("Arlon Signtech"),  Kasco Corporation  ("Kasco"),  and Southern Saw Acquisition
Corporation  ("Southern  Saw," and together  with each of Arlon,  Arlon  Viscor,
Arlon  Signtech  and Kasco,  the  "Borrowers")  and Wells Fargo  Foothill,  Inc.
("Wells  Fargo"),  as the  arranger  and  administrative  agent for the  lenders
thereunder, (ii) a Credit Agreement, dated as of July 17, 2007 (the "Second Lien
Credit  Agreement"),  by and among Bairnco,  each of the  Borrowers,  and Ableco


                                       34


Finance LLC ("Ableco"), as administrative agent for the lenders thereunder,  and
(iii) an Amended and Restated Credit  Agreement,  dated as of July 17, 2007 (the
"Subordinated  Debt  Credit  Agreement"),  by and  among  Bairnco,  each  of the
Borrowers and Steel as lender. The Subordinated Debt Credit Agreement amends and
restates the Bridge Loan Agreement.

      The First Lien Credit  Agreement  provides for a revolving credit facility
to the Borrowers in an aggregate principal amount not to exceed $30,000,000, and
a term loan facility to the Borrowers of $28,000,000. Borrowings under the First
Lien Credit  Agreement,  bear interest,  (A) in the case of base rate loans,  at
0.25  percentage  points  above the Wells Fargo  prime rate,  (B) in the case of
LIBOR rate loans, at rates of 2.00 percentage points or 2.50 percentage  points,
as applicable,  above the LIBOR rate, and (C) otherwise,  at a rate equal to the
Wells Fargo prime rate minus 0.25 percentage points. Obligations under the First
Lien Credit Agreement are guaranteed by Arlon Partners, Inc. ("Arlon Partners"),
Arlon MED  International  LLC ("Arlon  MED  International"),  Arlon  Adhesives &
Films,  Inc.  ("Arlon  Adhesives")  and Kasco  Mexico LLC ("Kasco  Mexico,"  and
together  with  Bairnco,  Arlon  Partners,  Arlon  MED  International  and Arlon
Adhesives, the "Guarantors"), and collateralized by a first priority lien on all
assets  of  Bairnco,  the  Borrowers,   the  Guarantors  and  Bairnco's  Ontario
subsidiary,  Atlantic Service Company, Limited ("Atlantic Service," and together
with  Bairnco,  the  Borrowers  and the  Guarantors,  the "Loan  Parties").  The
scheduled  maturity  date  of the  indebtedness  under  the  First  Lien  Credit
Agreement is July 17, 2012.

      The Second Lien Credit Agreement  provides for a term loan facility to the
Borrowers of $48,000,000. Borrowings under the Second Lien Credit Agreement bear
interest,  in the case of base rate loans, at 3.50  percentage  points above the
rate of interest publicly announced by JPMorgan Chase Bank in New York, New York
as its reference  rate,  base rate or prime rate, and, in the case of LIBOR rate
loans, at 6.00  percentage  points above the LIBOR rate.  Obligations  under the
Second  Lien  Credit   Agreement  are  guaranteed  by  the  Loan  Parties,   and
collateralized by a second priority lien on all assets of the Loan Parties.  The
scheduled  maturity  date of the  indebtedness  under  the  Second  Lien  Credit
Agreement is July 17, 2012.

      Bairnco used  $56,659,776  of the  borrowings  under the First Lien Credit
Agreement  and  Second  Lien  Credit   Agreement  to  repay  a  portion  of  the
indebtedness  outstanding  under the Bridge Loan Agreement,  leaving a principal
balance of $31,814,320 (the  "Subordinated  Debt  Principal").  The Subordinated
Debt Credit Agreement  provides for a term loan facility to the Borrowers in the
amount of the Subordinated Debt Principal. All borrowings under the Subordinated
Debt Credit Agreement bear interest at 6.75 percentage  points above the rate of
interest publicly  announced by JPMorgan Chase Bank in New York, New York as its
reference  rate,  base  rate or  prime  rate.  Interest  is  payable  under  the
Subordinated  Debt  Credit  Agreement  and  as  permitted  by  the  terms  of an
intercreditor  and  subordination  agreement by and among Wells Fargo  Foothill,
Inc.,  as agent under the First Lien Credit  Agreement,  Ableco  Finance LLC, as
agent under the Second Lien Credit Agreement,  and Steel.  Obligations under the
Subordinated  Debt Credit  Agreement are  guaranteed  by the Loan  Parties,  and
collateralized  by a  subordinated  priority  lien  on the  assets  of the  Loan
Parties.  In  connection  with the  Subordinated  Debt Credit  Agreement,  Steel
released  certain  foreign  subsidiaries of Bairnco from their joint and several
guarantee of the  obligations of Bairnco and its  subsidiaries  under the Bridge
Loan Agreement.

      In addition to the obligations  under the current credit  facilities,  the
Company also has significant cash flow obligations, including without limitation
the amounts  due to the WHX Pension  Plan (as amended by the IRS Waiver and PBGC
Settlement  Agreement  entered into December 28, 2006). As a result of the $13.0
million  contribution  to the WHX Pension Plan in September 2007,  however,  the
Company's  required  contributions  to the WHX  Pension  Plan over the next five
years are expected to decline,  and the Company believes that the full amount of
the IRS Waiver has been repaid.  Subject to the PBGC's confirmation that the IRS
Waiver amount has been paid in full, the  subordinate  liens granted to the PBGC
shall be  terminated.  The Company  continues  to examine all of its options and
strategies,   including   acquisitions,   divestitures,   and  other   corporate
transactions,   to  increase  cash  flow  and  stockholder  value,  as  well  as
considering the reduction of certain discretionary  expenses and sale of certain
non-core  assets.  The  Company  intends  to  refinance  the H&H  debt  prior to
maturity. There can be no assurance that the funds available from operations and
under the Company's  credit  facilities  will be sufficient to fund debt service
costs,  working capital demands,  pension plan contributions,  and environmental
remediation  costs,  or that  the  Company  will be able to  obtain  replacement
financing at commercially reasonable terms upon the expiration of the H&H credit
facilities in June 2008.  The Company's  inability to generate  sufficient  cash
flows  from  its  operations  or to  refinance  the  H&H  debt  on  commercially
reasonable terms could impair the liquidity of H&H and WHX, and will likely have
a material adverse effect on H&H's business,  financial condition and results of
operations,  and could raise  substantial doubt that H&H and WHX will be able to
continue to operate.

      On October 18, 2007,  the Company filed a  registration  statement on Form
S-1 with  the  Securities  and  Exchange  Commission  (the  "SEC")  for a rights
offering to its existing stockholders.  The rights offering will be made through
the distribution of  non-transferable  subscription rights to purchase shares of
the Company's common stock,  par value $0.01 per share, at a subscription  price
to be determined.  Assuming the rights offering is fully subscribed, the Company
will receive gross proceeds of approximately $170 million,  less expenses of the
rights offering.  The Company intends to use the proceeds of the rights offering
to redeem preferred stock issued by a wholly-owned subsidiary of the Company and
to reduce its debt.


                                       35


      The rights offering includes an  oversubscription  privilege which permits
each rights holder,  that  exercises its rights in full, to purchase  additional
shares of  common  stock  that  remain  unsubscribed  at the  expiration  of the
offering. This oversubscription privilege is subject to (i) the availability and
allocation of shares among persons  exercising this  oversubscription  privilege
and (ii) a maximum number of shares for which stockholders can oversubscribe for
without  endangering the availability of the Company's NOLs under Section 382 of
the  Internal  Revenue  Code,  in each case as further  described  in the rights
offering documents.

      Steel has  indicated  that it intends to exercise all of its rights and to
oversubscribe  for the maximum number of shares it can oversubscribe for without
(i)  endangering  the  availability of the Company's NOLs or (ii) increasing its
ownership to in excess of 75% of the outstanding  shares of the Company's common
stock.

      A registration  statement relating to these securities has been filed with
the SEC but has not yet become effective.

      The  purpose  of the  rights  offering  is to raise  equity  capital  in a
cost-effective manner that gives all the Company's  stockholders the opportunity
to participate.  The net proceeds will be used to redeem  preferred stock issued
by a subsidiary of WHX and held by Steel,  to repay WHX  indebtedness  to Steel,
and to repay a portion of the indebtedness of certain wholly-owned  subsidiaries
of WHX to Steel and to their other lenders.

      We do not anticipate that we will have any additional sources of cash flow
other than (i) as described above, (ii) from operations,  (iii) from the sale of
non-core assets, (iv) from the refinancing of our debt and (v) from the proceeds
of the stock  rights  offering.  In  addition,  the proceeds of the stock rights
offering  are  expected  to be used to  redeem  preferred  stock  and to  retire
indebtedness,  and  accordingly  will not be  available  for  general  corporate
purposes.  If we fail  to  refinance  our  debt  and  have a  successful  rights
offering,  we will likely face substantial liquidity problems and our ability to
operate could be adversely affected.

                                     *******

      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

COMMODITY PRICE RISK AND RELATED RISKS

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

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

      H&H enters into commodity futures and forwards contracts on precious metal
that are  subject  to market  fluctuations  in order to  economically  hedge its
precious  metal  inventory  against  price  fluctuations.   Future  and  forward
contracts  to sell or buy  precious  metal  are the  derivatives  used  for this
objective.  As these  derivatives are not designated as accounting  hedges under
SFAS No. 133, they are accounted for as derivatives  with no hedge  designation.
These  derivatives  are marked to market and both realized and unrealized  gains
and losses on these derivatives are recorded in current period earnings as other
income  (loss).  The  unrealized  gain  or  loss  (open  trade  equity)  on  the
derivatives is included in other current assets or other current liabilities.

      General  inflation  has  impacted  Bairnco's  operating  results in recent
years.  During late 2005 and 2006 Bairnco saw  percentage  cost  increases  from
suppliers that were greater than the percentage  price increases it passed on to
its  customers.  Sales  prices and volumes  have also  continued  to be strongly
influenced by specific market supply and demand and by foreign currency exchange
rate fluctuations.


                                       36


FOREIGN CURRENCY EXCHANGE RATE RISK

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

INTEREST RATE RISK

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

      At  December  31,  2006 and  2005,  the  Company's  portfolio  of debt was
comprised of primarily variable rate instruments. Accordingly, the fair value of
such  instruments  may be  relatively  sensitive  to  effects of  interest  rate
fluctuations.  In addition,  the fair value of such instruments is also affected
by investors'  assessments of the risks  associated with industries in which the
Company operates as well as the Company's overall  creditworthiness  and ability
to satisfy such obligations upon their maturity. The Company economically hedges
its exposure on variable interest rate debt at one of its foreign subsidiaries.

      A reduction  in long-term  interest  rates could  materially  increase the
Company's cash funding obligations to the WHX Pension Plan.

SAFE HARBOR

      The Company's  quantitative and qualitative  disclosures about market risk
include  forward-looking  statements with respect to management's  opinion about
the risk associated with the Company's financial  instruments.  These statements
are based on certain  assumptions with respect to market prices,  interest rates
and other  industry-specific risk factors. To the extent these assumptions prove
to be inaccurate,  future  outcomes may differ  materially  from those discussed
above.


                                       37


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, 2007,  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.

      Notwithstanding the existence of the material weaknesses  discussed below,
the  Company's   management  has  concluded  that  the  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  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, 2007 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  active  supervision  over  the  accounting
            functions at certain of our operating subsidiaries.

            (b) 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.

      These  weaknesses  could result in  conditions  that would cause  material
adjustments  to the  financial  statements  for the three and nine month periods
ended September 30, 2007 including:  the application of SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived  Assets",  the  completeness of the
Company's  environmental  remediation  reserves,  treatment  of the Rabbi trust,
capitalization of leases,  revenue recognition,  and differences between foreign
and US GAAP as it applies to certain international subsidiaries.

      As disclosed herein,  the Bairnco  Acquisition was completed in April 2007
when  Bairnco  became a  wholly-owned  subsidiary  of WHX. The Company is in the
process of evaluating  its disclosure  controls and  procedures  with respect to
Bairnco and its subsidiaries.  In light of Bairnco's recent acquisition,  at the
present  time  the  Company  is  not  able  to  reach  a  conclusion  as to  the
effectiveness of its disclosure  controls and procedures with respect to Bairnco
and its  subsidiaries,  and the Company's  evaluation  described  above excluded
Bairnco's  business  units'  assessment  of the  effectiveness  of the  internal
controls over financial reporting.

PLANS FOR REMEDIATION

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

o     Increased the  Company's  accounting  and financial  resources by hiring a
      Senior  Vice  President,  an  Assistant  Controller,  a  Treasurer,  and a
      Director of Budgeting  and  Financial  Analysis,  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 complex and  judgmental
      accounting matters;


                                       38


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     Initiating   processes  and   procedures  to  better   document   employee
      responsibilities including transaction review and monitoring activities;

o     The   engagement  of  a  third  party  resource  to  support  our  review,
      documentation  and testing of the  effectiveness  of our internal  control
      over  financial   reporting  under  the  Section  404  provisions  of  the
      Sarbanes-Oxley Act of 2002 ("SOX"); 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 SOX.

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

PART II  OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

      Information in this Item 1 is  incorporated  by reference to Part I, Notes
to   Condensed    Consolidated    Financial   Statements    (unaudited),    Note
13-Contingencies-Legal Proceedings, of this report.

ITEM 1A.    RISK FACTORS

      Please see "Risk Factors" from the WHX Registration  Statement on Form S-1
filed on  October  18,  2007,  a copy of such Risk  Factors  attached  hereto as
Exhibit 99.1.

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 and  Section  1350 of Chapter 63 of
         Title 18 of United States Code.

      *  Exhibit 99.1 Risk Factors contained in WHX  Corporation's  Registration
         Statement on Form S-1 filed on October 18, 2007.

      *  Filed herewith


                                       39


                                   SIGNATURES

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

                                    WHX CORPORATION

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

November 13, 2007


                                       40

EX-31.1

                                                                    Exhibit 31.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                  CERTIFICATION

I, Glen M. Kassan, certify that:

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

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

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

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

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

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

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

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

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

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

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

November 13, 2007

EX-31.2

                                                                    Exhibit 31.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                  CERTIFICATION

I, Robert K. Hynes, certify that:

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

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

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

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

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

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

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

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

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

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

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

November 13, 2007

EX-32

                                                                      Exhibit 32


                           Section 1350 Certification

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

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

The Quarterly  Report on Form 10-Q for the three and nine months ended September
30,  2007  (the  "Form  10-Q")  of  the  Corporation  fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
as amended, and information  contained in the Form 10-Q fairly presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Corporation.

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

November 13, 2007


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

November 13, 2007

EX-99.1

                                                                    Exhibit 99.1


RISK  FACTORS  CONTAINED  IN WHX  CORPORATION  (THE  "COMPANY",  "WE" OR  "OUR")
REGISTRATION STATEMENT ON FORM S-1 FILED ON OCTOBER 18, 2007

ITEM 1A.  RISK FACTORS

RISKS RELATING TO OUR FINANCIAL CONDITION AND RECENTLY COMPLETED
REORGANIZATION

WE HAVE A HISTORY OF LOSSES AND SUBSTANTIAL INDEBTEDNESS AND CASH FLOW
OBLIGATIONS.  WE CANNOT ASSURE YOU THAT WE WILL ACHIEVE PROFITABILITY IN 2007.

      We  have  incurred   significant  losses  and  negative  cash  flows  from
operations in recent years, and our prospects must be considered in light of the
risks, expenses, and difficulties  frequently encountered in operating a company
that has just  emerged from  protection  under  Chapter 11 of the United  States
Bankruptcy Code (the "Bankruptcy Code").

      For the years ended  December  31,  2006,  2005 and 2004,  we incurred net
operating   losses  of  $18.2  million,   $34.7  million  and  $140.4   million,
respectively, and had negative cash flows from operations of $18.8 million, $5.0
million and $39.6 million,  respectively. For the six months ended June 30, 2007
and 2006,  we incurred net  operating  losses of $4.5 million and $8.6  million,
respectively  and had negative  cash flows from  operations of $16.4 million and
$12.1  million,  respectively.  As of June  30,  2007  and  December  31,  2006,
respectively,  we had accumulated  deficits of $417.9 million and $412.1 million
and working capital deficits of $125.0 million and $1.6 million.  As of June 30,
2007, the majority of H&H's debt was classified as short-term since its maturity
date was scheduled to occur within twelve months (June 30, 2008),  whereas as of
December 31, 2006, such debt was classified as long-term since its maturity date
exceeded one year. We intend to seek to refinance our H&H debt, but there can be
no assurance that such financing will be available or available on  commercially
reasonable  terms  acceptable to us. If we cannot  refinance our H&H debt, there
can be no assurance that H&H will be able to continue to operate its business or
to provide WHX with additional  capital to fund our  operations.  Bairnco's bank
debt  was  refinanced  in July  2007,  with a new  scheduled  maturity  of 2012.
Additionally,  H&H has not been in compliance with certain of its bank covenants
and has obtained a number of waivers from its lenders related to such covenants.

      As of June 30, 2007,  WHX and its  unrestricted  subsidiaries  had cash of
approximately  $0.1  million  and  current  liabilities  of  approximately  $8.7
million,  including  $5.1 million of  mandatorily  redeemable  preferred  shares
payable to a related  party.  WHX is a holding  company  and we have as our sole
source of cash flow,  distributions  from our  operating  subsidiaries,  H&H and
Bairnco, or other discrete transactions.  H&H's credit facilities effectively do
not permit it to transfer any cash or other assets to WHX (with the exception of
(i) an unsecured loan for required payments to the defined- benefit pension plan
sponsored by WHX (the "WHX Pension Plan"), (ii) an unsecured loan for other uses
in the  aggregate  principal  amount not to exceed $3.5  million  under  certain
conditions, (iii) the loan, distribution or other advance of up to approximately
$7.4  million,  subject to certain  limitations,  to the extent loaned by Steel,
L.P. ("Steel Partners") to H&H, of which  approximately $2.3 million has already
been distributed,  and (iv) up to $13.1 million to be used by WHX solely to make
a  contribution  to  the  WHX  Pension  Plan).   H&H's  credit   facilities  are
collateralized by substantially all of H&H's assets.  Similarly,  Bairnco's bank
credit facilities and term loan do not permit it to make any  distribution,  pay
any dividend or transfer any cash or other assets to WHX other than common stock
of Bairnco.  WHX's ongoing operating cash flow  requirements  consist of funding
the minimum requirements of the WHX Pension Plan and paying other administrative
costs.

      H&H's availability under its credit facilities as of December 31, 2006 was
$19.1 million, and as of June 30, 2007, was approximately $10.1 million.

      In connection with the closing of the Agreement and Plan of Merger,  dated
as of  February  23,  2007  (the  "Merger  Agreement"),  pursuant  to  which  BZ
Acquisition  Corp.  ("BZA")  amended  its  tender  offer to  acquire  all of the
outstanding common shares of Bairnco at a price of $13.50 per share in cash (the
"Offer") and BZA merged with and into Bairnco  with  Bairnco  continuing  as the
surviving  corporation  as a wholly owned  subsidiary  of WHX (the "Merger" and,
together  with the Offer,  the "Bairnco  Acquisition"),  initial  financing  was
provided  by Steel  Partners  through  two  credit  facilities.  Steel  Partners
extended to BZA bridge loans in the aggregate  principal amount of approximately
$86.5  million  pursuant to a Loan and  Security  Agreement  (the  "Bridge  Loan
Agreement"),  between BZA and Bairnco,  as  borrowers,  and Steel  Partners,  as
lender. In addition, Steel Partners extended to WHX a $15.0 million subordinated
loan, which is unsecured at the WHX level,  pursuant to a Subordinated  Loan and




Security  Agreement,  dated  as  of  April  17,  2007  (the  "Subordinated  Loan
Agreement")  between  WHX,  as  borrower,  and Steel  Partners,  as lender.  WHX
contributed  the $15.0  million  proceeds of the  subordinated  loan to BZA as a
capital contribution.

      On July 18, 2007, Bairnco and certain of its subsidiaries entered into (i)
a Credit  Agreement  (the  "First  Lien  Credit  Agreement")  with  Wells  Fargo
Foothill,  Inc. ("Wells Fargo"), as arranger and administrative agent thereunder
which provides for a revolving credit facility to the borrowers thereunder in an
aggregate principal amount not to exceed $30,000,000 and a term loan facility of
$28,000,000,  (ii) a Credit Agreement (the "Second Lien Credit  Agreement") with
Ableco Finance LLC ("Ableco"), as administrative agent thereunder which provides
for a term loan facility to the borrowers  thereunder of $48,000,000,  and (iii)
an  Amended  and  Restated  Credit  Agreement  (the  "Subordinated  Debt  Credit
Agreement")  with  Steel  Partners  as  lender  providing  for a  term  loan  of
$31,814,320,  and completed the refinancing of: (A) all existing indebtedness of
Bairnco and its  subsidiaries  under its senior secured credit facility dated as
of November 9, 2006 with Bank of America,  N.A.  (the  "Bairnco  Senior  Secured
Credit Facility"), and (B) approximately $56.7 million of the indebtedness under
the Bridge Loan Agreement.  The Subordinated  Debt Credit Agreement  amended and
restated  the  Bridge  Loan  Agreement.  The  scheduled  maturity  date  of  the
indebtedness  under each of the First Lien Credit  Agreement and the Second Lien
Credit  Agreement is July 17, 2012,  and the  scheduled  maturity date under the
Subordinated Debt Credit Agreement is January 17, 2013.

      In addition to the  obligations  under the current credit  facilities,  we
also have significant cash flow obligations,  including  without  limitation the
amounts due to the WHX  Pension  Plan (as amended by the IRS Waiver and the PBGC
Settlement  Agreement  entered  into on December  28,  2006) (as these terms are
defined  below).  There  can be no  assurance  that  the  funds  available  from
operations  and under our  credit  facilities  will be  sufficient  to fund debt
service costs,  working  capital  demands,  WHX Pension Plan  contributions  and
environmental  remediation  costs, or that we will be able to obtain replacement
financing at commercially reasonable terms upon the expiration of our H&H credit
facilities in June 2008.

      Throughout 2005 and 2006, WHX experienced  liquidity  issues.  On March 7,
2005,  WHX filed a voluntary  petition (the  "Bankruptcy  Filing") to reorganize
under Chapter 11 of the Bankruptcy Code with the United States  Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court"). WHX continued to
operate its business and own and manage its properties as a debtor-in-possession
(the "Debtor") under the  jurisdiction of the bankruptcy  court until it emerged
from protection under Chapter 11 of the Bankruptcy Code on July 29, 2005.

      Since WHX emerged from bankruptcy, due to covenant restrictions in H&H and
Bairnco's respective credit facilities, there have been no dividends from H&H or
Bairnco 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  in October  2005,  which was invested in the equity of a
            public company (Cosine Communications Inc.);

         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
            credit  facilities.  Subsequent  to this  transaction  in 2006,  the
            remaining  intercompany  loan  balance of the  subordinated  debt of
            $44.2 million was converted to equity;

         o  As  permitted  by a March 29, 2007  amendment  and waiver to the H&H
            credit facilities,  an unsecured loan from H&H for required payments
            to the WHX Pension Plan, and an unsecured loan for other uses in the
            aggregate  principal amount not to exceed $3.5 million under certain
            conditions;

         o  A $15.0 million  subordinated  loan from Steel Partners  pursuant to
            the  Subordinated  Loan  Agreement  which WHX used to fund a capital
            contribution to BZA to finance in part the Bairnco Acquisition;

         o  As  permitted  by a  July  27,  2007  amendment  to the  H&H  credit
            facilities,  an unsecured  loan,  distribution or other advance from
            H&H to WHX of up to $7,389,276,  subject to certain limitations,  to
            the extent loaned by Steel  Partners to H&H, of which  approximately
            $2.3 million has already been distributed; and

         o  As  permitted  by a September  10, 2007  amendment to the H&H credit
            facilities,  an unsecured  loan from H&H of $13.0  million which was
            used by WHX to make a payment to the WHX Pension  Plan on  September
            12, 2007.

      We do not anticipate that we will have any additional sources of cash flow
other than (i) as described  above,  (ii) from the  refinancing  of our debt and
(iii) from the  proceeds of this  offering.  In  addition,  the proceeds of this
offering  are  expected  to be used to  redeem  preferred  stock  and to  retire
indebtedness,  and  accordingly  will not be  available  for  general  corporate
purposes.  If we fail to refinance our debt and have a successful  offering,  we
will likely face substantial liquidity problems and our ability to operate could
be adversely affected.


                                       2


WE SPONSOR A DEFINED  BENEFIT PENSION PLAN WHICH COULD SUBJECT US TO SUBSTANTIAL
CASH FUNDING REQUIREMENTS IN THE FUTURE.

      On September 15, 2006, WHX was required to make a minimum  contribution to
the WHX  Pension  Plan for the 2005  plan year in the  amount of $15.5  million.
However,  we did not make that  contribution due to liquidity issues. We applied
to the Internal  Revenue  Service ("IRS") for a funding waiver for the 2005 plan
year,  and on December 20,  2006,  the IRS granted a  conditional  waiver of the
minimum  funding  requirements  for the 2005 plan year  (the  "IRS  Waiver")  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").
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 we 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  (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.  Payments  made during 2006 and 2007  (through  September 12, 2007)
were $13.1 million and $21.6 million,  respectively.  On September 12, 2007, WHX
made a payment to the WHX Pension Plan of $13.0 million,  which exceeded minimum
required   contributions   under  ERISA.   As  a  result  of  such   accelerated
contribution,  our future  required  contributions  to the WHX Pension  Plan are
expected to decline.  Based on  estimates  from our  actuary,  expected  minimum
funding requirements are $0.0, $4.6 million, $5.0 million, $3.4 million and $1.0
million for 2008, 2009, 2010, 2011 and 2012,  respectively.  All minimum funding
requirement  calculations  reflect the Pension  Protection Act of 2006, the PBGC
Settlement Agreement and the IRS Waiver.

      Our  pension  benefit  costs  are  developed  from  actuarial  valuations.
Inherent  in these  valuations  are  assumptions  including  discount  rates and
expected  long-term  rates of return on plan  assets.  Material  changes  in our
pension  costs may occur in the future due to changes in market  conditions  not
consistent with the assumptions,  changes in assumptions,  or other changes such
as a plan  termination,  in which case there may be additional claims related to
payment for unfunded liabilities.

IF WE ARE UNABLE TO ACCESS  FUNDS  GENERATED BY OUR  SUBSIDIARIES  WE MAY NOT BE
ABLE TO MEET OUR FINANCIAL OBLIGATIONS.

      Because we are a holding company that conducts our operations  through our
subsidiaries, we depend on those entities for dividends, distributions and other
payments to generate  the funds  necessary  to meet our  financial  obligations.
Failure by one of our subsidiaries to generate cash flow and obtain  refinancing
of its debt,  on terms  which would  permit  dividends,  distributions  or other
payments to WHX,  will likely have a material  adverse  effect on our  business,
financial condition and results of operations.  As previously described,  due to
covenant  restrictions in H&H and Bairnco's respective credit facilities,  there
have been no  dividends  from H&H or Bairnco to WHX,  and WHX's  sources of cash
have been extremely limited.

RISKS RELATING TO OUR BUSINESS

IN MANY CASES,  OUR  COMPETITORS ARE LARGER THAN US AND HAVE  MANUFACTURING  AND
FINANCIAL  RESOURCES GREATER THAN WE DO, WHICH MAY HAVE A NEGATIVE IMPACT ON OUR
BUSINESS, OPERATING RESULTS OR FINANCIAL CONDITION.

      There are many  companies,  both domestic and foreign,  which  manufacture
products of the type we manufacture.  Some of these  competitors are larger than
we are  and  have  financial  resources  greater  than  we  do.  Some  of  these
competitors enjoy certain other competitive  advantages,  including greater name
recognition,  greater  financial,  technical,  marketing and other resources,  a
larger  installed base of customers,  and  well-established  relationships  with
current and potential  customers.  Competition is based on quality,  technology,
service,  and price and in some industries,  new product  introduction,  each of
which is of equal  importance.  We may not be able to compete  successfully  and
competition  may have a negative  impact on our business,  operating  results or
financial  condition by reducing  volume of products sold and/or selling prices,
and accordingly reducing our revenues and profits.

      In our  served  markets,  we  compete  against  large  private  and public
companies.  This results in intense  competition in a number of markets in which
we operate.  In addition,  the ongoing  move of our  customer  base in the Arlon
electronics  segment  to  low  cost  China  manufacturing  reduces  pricing  and
increases  competition.  Significant  competition  could  in turn  lead to lower
prices, lower levels of shipments and/or higher costs in some markets that could
have a negative effect on our results of operations.


                                       3


OUR PROFITABILITY  MAY BE ADVERSELY  AFFECTED BY FLUCTUATIONS IN THE COST OF RAW
MATERIALS.

      We are  exposed  to  market  risk and  price  fluctuation  related  to the
purchase of natural gas, electricity, precious metal, steel products and certain
non-ferrous  metals  used as raw  materials.  Our results of  operations  may be
adversely affected during periods in which either the prices of such commodities
are unusually high or their  availability  is restricted.  In addition,  we hold
precious metal positions that are subject to market fluctuations. Precious metal
inventory  is included  in  inventory  using the  last-in,  first-out  method of
inventory  accounting.  We enter  into  forward or future  contracts  with major
financial institutions to reduce the economic risk of price fluctuations.

SOME OF OUR RAW  MATERIALS  ARE  AVAILABLE  FROM A LIMITED  NUMBER OF SUPPLIERS.
THERE CAN BE NO ASSURANCE  THAT THE  PRODUCTION OF THESE RAW  MATERIALS  WILL BE
READILY AVAILABLE.

      Several raw  materials  used in  Bairnco's  products  are  purchased  from
chemical  companies  that are  proprietary  in nature.  Other raw  materials are
purchased  from a single  approved  vendor on a "sole  source"  basis.  Although
alternative  sources  could  be  developed  in  the  future  if  necessary,  the
qualification  procedure can take several  months or longer and could  therefore
interrupt  the  production  of our  products  and  services  if the  primary raw
material source became unexpectedly unavailable.

OUR BUSINESS IS SUBJECT TO GENERAL ECONOMIC CONDITIONS.

      We  operate  in a  wide  range  of  manufacturing  businesses  that  serve
customers  in  the  construction,  electric,  electronic,  home  appliance  OEM,
automotive,  refrigeration,  utility,  telecommunications,  medical  and  energy
related  industries.  As a result,  our  results  of  operations  tend not to be
disproportionately  affected  by any one  industry  or  segment,  but tend to be
affected by general economic  conditions and other factors worldwide,  including
fluctuations in interest rates,  customer demand,  labor costs and other factors
beyond its control.  The demand for our customers' products and, therefore,  our
products, is directly affected by such fluctuations.

THE LOSS OF ANY OF OUR MAJOR CUSTOMERS  COULD ADVERSELY  AFFECT OUR REVENUES AND
FINANCIAL HEALTH.

      In 2006, H&H's 15 largest  customers  accounted for  approximately  27% of
H&H's consolidated net sales. In 2006,  Bairnco's 15 largest customers accounted
for  approximately  17% of Bairnco's  consolidated net sales. If we were to lose
any of our relationships with these customers,  revenues and profitability could
fall significantly.

OUR BUSINESS STRATEGY INCLUDES SELECTIVE ACQUISITIONS AND ACQUISITIONS ENTAIL
NUMEROUS RISKS.

      Our  business  strategy  includes,   among  other  things,  strategic  and
selective  acquisitions.  This element of our strategy  entails  several  risks,
including the diversion of management's  attention from other business concerns,
whether  or not we are  successful  in  finding  acquisitions,  and the  need to
finance such acquisitions with additional equity and/or debt.

      In addition,  once found,  acquisitions  entail further risks,  including:
unanticipated  costs  and  liabilities  of the  acquired  businesses,  including
environmental  liabilities that could materially adversely affect our results of
operations;  difficulties in assimilating acquired businesses;  negative effects
on existing business  relationships  with suppliers and customers and losing key
employees of the acquired businesses.

OUR  COMPETITIVE  ADVANTAGE  COULD BE REDUCED IF OUR  INTELLECTUAL  PROPERTY  OR
RELATED PROPRIETARY  MANUFACTURING  PROCESSES BECOME KNOWN BY OUR COMPETITORS OR
IF TECHNOLOGICAL CHANGES REDUCE OUR CUSTOMERS' NEED FOR OUR PRODUCTS.

      We own a number of trademarks  and patents (in the United States and other
jurisdictions) on our products and related proprietary  manufacturing processes.
In  addition  to  trademark  and patent  protection,  we rely on trade  secrets,
proprietary know-how and technological  advances that we seek to protect. If our
intellectual  property  is  not  properly  protected  by us or is  independently
discovered  by  others  or  otherwise  becomes  known,  our  protection  against
competitive products could be diminished.

WE COULD INCUR SIGNIFICANT  COSTS,  INCLUDING  REMEDIATION COSTS, AS A RESULT OF
COMPLYING WITH ENVIRONMENTAL LAWS.

      Our facilities and operations are subject to extensive  environmental laws
and  regulations  imposed  by  federal,  state,  foreign  and local  authorities
relating to the protection of the environment. We could incur substantial costs,
including cleanup costs, fines or sanctions, and third-party claims for property
damage or personal  injury,  as a result of violations of or  liabilities  under
environmental  laws. We have incurred,  and in the future may continue to incur,
liability  under  environmental  statutes  and  regulations  with respect to the
contamination  detected at sites  owned or  operated  by the Company  (including
contamination  caused by prior owners and  operators of such sites,  abutters or


                                       4


other persons) and the sites at which we have disposed of hazardous  substances.
As of June 30, 2007, we have  established  a reserve  totaling $4.6 million with
respect to certain presently  estimated  environmental  remediation  costs. This
reserve  may not be  adequate  to  cover  the  ultimate  costs  of  remediation,
including  discovery of additional  contaminants or the imposition of additional
cleanup  obligations  which could result in  significant  additional  costs.  In
addition,  we  expect  that  future  regulations,  and  changes  in the  text or
interpretation of existing regulations, may subject us to increasingly stringent
standards.  Compliance  with such  requirements  may make it necessary for us to
retrofit  existing  facilities  with  additional   pollution-control  equipment,
undertake new measures in connection with the storage, transportation, treatment
and disposal of  by-products  and wastes or take other steps,  which may be at a
substantial cost to us.

OUR RESULTS OF OPERATIONS  MAY BE NEGATIVELY  AFFECTED BY VARIATIONS IN INTEREST
RATES.

      Our  credit  facilities  are   collateralized   by  accounts   receivable,
inventory,  and  property,  plant and  equipment.  These credit  facilities  are
variable rate obligations which expose us to interest rate risks.

OUR EARNINGS  COULD DECREASE IF THERE IS A DECLINE IN  GOVERNMENTAL  FUNDING FOR
MILITARY OPERATIONS.

      If, as a result  of a loss of  funding  or a  significant  cut in  federal
budgets,  spending on military  projects were to be reduced  significantly,  our
earnings  and cash flows  related to the Arlon EM  segment  could be  negatively
affected.

POTENTIAL SUPPLY  CONSTRAINTS AND SIGNIFICANT PRICE FLUCTUATIONS OF ELECTRICITY,
NATURAL  GAS AND OTHER  PETROLEUM  BASED  PRODUCTS  COULD  ADVERSELY  AFFECT OUR
BUSINESS.

      In our  production  and  distribution  processes,  we consume  significant
amounts of electricity, natural gas, fuel and other petroleum-based commodities,
including  adhesives and other products.  The  availability and pricing of these
commodities  are  subject to market  forces  that are beyond  our  control.  Our
suppliers  contract  separately  for the  purchase of such  commodities  and our
sources  of supply  could be  interrupted  should our  suppliers  not be able to
obtain these materials due to higher demand or other factors  interrupting their
availability.  Last year,  particularly  in the Gulf Coast  region  affected  by
severe hurricanes, supplies of these commodities were occasionally disrupted and
subject to tremendous price  fluctuations.  Variability in the supply and prices
of these  commodities  could materially affect our operating results from period
to period and rising costs could erode our profitability.

ADVERSE WEATHER COULD MATERIALLY AFFECT OUR RESULTS.

      A  significant  portion  of our  business  in the Kasco  segment  involves
on-site delivery,  service and repair. In addition,  a significant amount of our
business  in the Arlon CM segment is to the  outdoor  sign  industry.  Inclement
weather  affects  both our ability to produce and  distribute  our  products and
affects our customers'  short-term  demand since their work also can be hampered
by  weather.  Therefore,  our results can be  negatively  affected by  inclement
weather. Severe weather such as hurricanes,  tropical storms and earthquakes can
damage  our  facilities,  resulting  in  increased  repair  costs  and  business
disruption.

A  FAILURE  TO  MANAGE  INDUSTRY   CONSOLIDATION  COULD  NEGATIVELY  IMPACT  OUR
PROFITABILITY.

      The   industries   within  which  we  operate  have   experienced   recent
consolidations.  This trend tends to put more purchasing power in the hands of a
few large  customers who can dictate  lower prices of our  products.  Failure to
effectively  negotiate pricing  agreements and implement on-going cost reduction
projects can have a material negative impact on our profitability.

OUR FUTURE  SUCCESS  DEPENDS  GREATLY UPON  ATTRACTING  AND RETAINING  QUALIFIED
PERSONNEL.

      A  significant  factor  in our  future  profitability  is our  ability  to
attract,  develop and retain  qualified  personnel.  Our  success in  attracting
qualified  personnel is affected by changing  demographics of the available pool
of  workers  with the  training  and  skills  necessary  to fill  the  available
positions,  the impact on the labor supply due to general  economic  conditions,
and our ability to offer competitive compensation and benefit packages.

LITIGATION COULD AFFECT OUR PROFITABILITY.

      The  nature of our  businesses  expose us to  various  litigation  matters
including  product  liability  claims,  employment,  health and safety  matters,
environmental  matters,  regulatory and administrative  proceedings.  We contest
these matters vigorously and make insurance claims where  appropriate.  However,
litigation  is  inherently  costly and  unpredictable,  making it  difficult  to
accurately estimate the outcome of any litigation.  Although we make accruals as
we believe  warranted,  the amounts that we accrue could vary significantly from
any amounts we actually pay due to the inherent  uncertainties in the estimation
process.


                                       5


OUR INTERNAL  CONTROLS  OVER  FINANCIAL  REPORTING  MAY NOT BE EFFECTIVE AND OUR
INDEPENDENT AUDITORS MAY NOT BE ABLE TO CERTIFY AS TO THEIR EFFECTIVENESS, WHICH
COULD HAVE A SIGNIFICANT AND ADVERSE EFFECT ON OUR BUSINESS AND REPUTATION.

      We  will  be  subject  to  the   requirements   of  Section   404  of  the
Sarbanes-Oxley  Act of 2002 and the rules and  regulations of the Securities and
Exchange Commission (the "SEC") thereunder (which we refer to as Section 404) as
of  December  31,  2007.  Section  404  requires  us to report on the design and
effectiveness of our internal controls over financial reporting. In the past our
management has identified  "material  weaknesses" in our internal  controls over
financial  reporting.  There  can be no  assurance  that  in  preparing  for our
compliance with Section 404,  additional  deficiencies or material weaknesses in
our internal  controls over  financial  reporting  will not be  identified.  Any
failure to maintain or implement new or improved  controls,  or any difficulties
we encounter in their implementation,  could result in significant  deficiencies
or  material  weaknesses,  and cause us to fail to meet our  periodic  reporting
obligations or result in material misstatements in our financial statements.

      Section 404 also requires an independent registered public accounting firm
to test the  internal  controls  over  financial  reporting  and  report  on the
effectiveness of such controls. In our annual report on Form 10-K for the fiscal
year ended  December 31,  2006,  our  independent  auditor,  Grant  Thornton LLP
("GT"),  an independent  registered  public accounting firm, was not required to
express an opinion on our internal controls over financial  reporting.  However,
prior to the Bairnco Acquisition, Bairnco's independent auditor, also GT, issued
a disclaimer of opinion on both management's assessment and the effectiveness of
Bairno's  internal  controls over financial  reporting in their annual report on
Form 10-K for the fiscal year ended  December  31,  2006.  GT is not required to
issue a report attesting to our internal controls over financial reporting until
the year ended  December 31, 2008.  There can be no assurance that GT will issue
an  unqualified  report  attesting  to  our  internal  controls  over  financial
reporting at such time.

      We also cannot be certain  about the timing of  completion  of our Section
404 evaluation, documentation, testing and any remediation actions or the impact
of these actions on our operations. If our remediation actions are insufficient,
our chief  financial  officer or chief  executive  officer may conclude that our
controls are ineffective  for purposes of Section 404. As a result,  there could
be a negative  reaction in the financial  markets due to a loss of confidence in
the reliability of our financial  statement or our financials  statements  could
change.  We may also be required to incur costs to improve our internal  control
system and hire additional  personnel.  This could negatively impact our results
of operations.

RISK RELATING TO OUR OWNERSHIP STRUCTURE

WARREN G. LICHTENSTEIN,  OUR CHAIRMAN, AND CERTAIN OTHER OFFICERS AND DIRECTORS,
THROUGH  THEIR  AFFILIATION  WITH  STEEL  PARTNERS,  HAS THE  ABILITY  TO  EXERT
SIGNIFICANT INFLUENCE OVER OUR OPERATIONS.

      Warren G. Lichtenstein,  our Chairman,  as the sole managing member of the
general partner of Steel Partners,  is deemed to own  beneficially the shares of
our common  stock owned by Steel  Partners.  Steel  Partners  beneficially  owns
5,029,793 shares of our common stock,  representing  approximately  50.3% of our
outstanding  common stock.  Mr.  Lichtenstein,  as sole managing  member and the
general partner of Steel  Partners,  has sole investment and voting control over
the shares  beneficially  owned by Steel  Partners  and thus has the  ability to
exert  significant  influence  over our  policies  and  affairs,  including  the
election of our Board of Directors  and the  approval of any action  requiring a
stockholder vote, such as amendments to our amended and restated  certificate of
incorporation and approving mergers or sales of substantially all of our assets,
as well as matters where the interests of Mr.  Lichtenstein  and Steel  Partners
may differ from the interests of our other  stockholders  in some  respects.  In
addition,  employees of an affiliate of Steel  Partners hold positions with WHX,
including Glen M. Kassan as Chief  Executive  Officer and John J. Quicke as Vice
President,  and as  directors,  and Jack L.  Howard and Joshua E.  Schechter  as
directors.  Mr. Quicke also serves as the President and Chief Executive  Officer
of Bairnco.

FACTORS   AFFECTING   THE  VALUE  OF   SECURITIES   ISSUED  UNDER  THE  PLAN  OF
REORGANIZATION

THERE IS NO ESTABLISHED MARKET FOR OUR COMMON STOCK.

      No  established  market exists for our common  stock.  Our common stock is
presently quoted on the over-the-counter "Pink Sheets". No assurance can be made
that an active trading market will develop.  There can be no assurance as to the
degree of price volatility in any market for our common stock that does develop.
Transfer  restrictions  contained  in our  charter  to  help  preserve  our  net
operating  loss carry forwards  ("NOLs") will generally  prevent any person from
rapidly  acquiring  amounts of our common stock such that such person would hold
5% or more of our common stock,  in each case for up to ten years after July 29,
2005, as specifically provided in our charter. These transfer restrictions could
hinder  development  of an  active  market  for  our  common  stock.


                                       6


WE DO NOT  ANTICIPATE  PAYING  DIVIDENDS ON OUR COMMON STOCK IN THE  FORESEEABLE
FUTURE WHICH MAY LIMIT INVESTOR DEMAND.

      We do not  anticipate  paying any  dividends  on our  common  stock in the
foreseeable  future.  Such lack of dividend prospects may have an adverse impact
on the market demand for our common stock as certain institutional investors may
invest only in  dividend-paying  equity  securities  or may operate  under other
restrictions  that may  prohibit or limit their  ability to invest in our common
stock.

RISKS RELATED TO THE RIGHTS OFFERING

OUR  STOCKHOLDERS  THAT DO NOT  PARTICIPATE  IN THE RIGHTS  OFFERING WILL LIKELY
EXPERIENCE DILUTION.

      Our stockholders that choose not to exercise their subscription  rights in
the rights  offering will retain their current  number of shares of common stock
of WHX. However,  if such stockholders choose not to exercise their subscription
rights,  their  percentage  ownership and voting  rights in WHX will  experience
dilution  if  and  to  the  extent  that  other   stockholders   exercise  their
subscription rights. In that event, the percentage ownership,  voting rights and
other rights of all  stockholders  who do not fully exercise their  subscription
rights will be diluted.