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                            SCHEDULE 14A INFORMATION
                PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  [X]

Filed by a Party other than the Registrant  [ ]

Check the appropriate box:

  
[ ]  Preliminary proxy statement
[ ]  Definitive proxy statement
[X]  Definitive additional materials
[ ]  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ]  Confidential, For use of the Commission Only (as
     permitted by Rule 14a-6(e)(2))



                           WEIRTON STEEL CORPORATION
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                           WEIRTON STEEL CORPORATION
                   (NAME OF PERSON(S) FILING PROXY STATEMENT)

Payment of filing fee (check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1) Title of each class of securities to which transaction applies:

     (2) Aggregate number of securities to which transaction applies:

     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

     (4) Proposed maximum aggregate value of transaction:

     (5) Total fee paid:

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.

     (1) Amount previously paid:

     (2) Form, Schedule or Registration Statement No.:

     (3) Filing party:

     (4) Date filed:

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                                    1989 ESOP
                              INFORMATION STATEMENT

         This Information Statement is being sent to all participants in the
Weirton Steel Corporation 1989 Employee Stock Ownership Plan to describe the
proposed amendments to the 1989 ESOP. The Board of Directors unanimously
approved the proposed amendments, but before the proposed amendments become
effective, the proposed amendments must be approved by more than 50% of the
participants who vote on the proposed amendments on a "one-participant-one-vote
basis." In order for you to have your vote recorded, you must return the
enclosed green voting card to Wallace, Padden & Company, P.C., the vote
tabulator hired by the ESOP Trustee, marked with your vote. You can vote either
for or against the amendments. Your voting card must be received by the close of
business on Monday, December 9, 2002 in order to be counted. A pre-paid,
addressed envelope is included. YOUR VOTE IS EXTREMELY IMPORTANT.

         The proposed amendments, if approved by the participants in the 1989
ESOP, change the language in the 1989 ESOP to require an exchange of the Series
A Preferred Stock held by the ESOP for no less than 10 shares of common stock of
Weirton, eliminate the Company's obligation to recontribute Series A Preferred
Stock to the 1989 ESOP and will allow participants to make withdrawals from the
1989 ESOP, UPON THE HAPPENING OF A "TRANSFORMATIVE EVENT." There is no change in
any other provisions of the 19989 ESOP. If a "transformative event" does not
occur, the language changes in the 1989 ESOP will have no practical effect.

         The proposed amendments are part of a several step process to make the
company more attractive to outside investors. Attracting outside investors is
important so the company can fundamentally reposition its business to focus on
the production and sale of tin mill and other higher margin value-added products
and shift its product mix away from lower margin, commodity flat-rolled sheet
products. Strategic acquisitions and targeted investments are necessary to
ensure Weirton's long term survival. Substantial new equity investment is needed
to fund acquisitions and investments approved by at least 90% of the Board of
Directors. The level of needed investment would represent a controlling interest
in Weirton. Changes must be made in Weirton's existing Restated Certificate of
Incorporation and the 1989 ESOP, which holds Series A Preferred Stock with
special voting rights. Adoption of proposed amendments to the 1989 ESOP is a
critical step in allowing the Company to pursue its business strategy.

         The term "transformative event" is used to describe an acquisition in
steel industry assets or businesses, funded by new investments which will
entitle the new investor to control Weirton, including the election of a
majority of the Board of Directors. Importantly, Weirton's collective bargaining
agreements to be in effect following the "transformative event" will also have
to be satisfactory to Weirton's represented employees.

         IF THE "TRANSFORMATIVE EVENT" IS APPROVED BY AT LEAST 90% OF THE BOARD
OF DIRECTORS OF WEIRTON, THE PROPOSED AMENDMENTS TO THE 1989 ESOP WOULD BECOME
OPERATIVE.






         The proposed amendments would have three principal effects:

                  1. The Series A Preferred Stock held by the ESOP would be
         exchanged for new shares of Weirton Common Stock at an agreed exchange
         ratio of ten shares of Weirton Common Stock for each share of Series A
         Preferred Stock, provided that the 10 to 1 ratio is determined to be
         "fair" by a nationally known appraisal firm at the time of the
         "transformative event";

                  2. Weirton would not be required to recontribute Series A
         Preferred Stock to the 1989 ESOP; and

                  3. Participants in the 1989 ESOP would be permitted to
         withdraw Weirton Common Stock allocated to their accounts from the 1989
         ESOP immediately instead of waiting until they leave or otherwise
         become eligible for a distribution from the 1989 ESOP.

If the Board of Directors does not approve a "transformative event," the
proposed changes to the 1989 ESOP would not become operative and a participant's
rights or retirement benefits under the 1989 ESOP would not change and the terms
or voting rights of the Series A Preferred Stock would not be affected.

         The Contingent Charter Proposals and the proposed amendments to the
1989 ESOP are very much related. If one is not approved, neither will become
effective. You are also asked to vote on the Contingent Charter Proposals as
well as other matters submitted to the stockholders at its annual meeting. The
requirements for approval of the Contingent Charter Proposals are fully
described in the proxy material separately sent to you, including a separate
stockholder voting instruction card.

         For your convenience, a voting instruction card with respect to the
1989 ESOP amendments is provided in the materials and is green in color. On the
green card, you will see one statement relating to the 1989 ESOP amendments and
a box for "FOR" and a box for "AGAINST". Please indicate your choice and return
the card to Wallace Padden, the vote tabulator, in the enclosed envelope.

         NO COMPANY REPRESENTATIVE WILL SEE YOUR VOTES. THE ESOP TRUSTEE'S VOTE
TABULATOR COUNTS ALL THE VOTES FROM PARTICIPANTS AND USES ONE BALLOT TO RECORD
ALL INSTRUCTIONS THAT THE ESOP TRUSTEE RECEIVES.

         Q. WHY ARE THE PROPOSED 1989 ESOP AMENDMENTS IMPORTANT?

         A. The proposed amendments to the 1989 ESOP are important in order to
permit a "transformative event" to happen. As you know, the 1989 ESOP holds
shares of Series A Preferred Stock. Each share of Series A Preferred Stock has
essentially the same economic rights as each share of Weirton Common Stock.
However, each share of Series A Preferred Stock has 10 votes and a share of
Common Stock has only one vote.



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         As a result, the 1989 ESOP has about 25% of the voting power of all
shares voting for the election of directors or on other matters requiring
stockholder action. Under the existing corporate charter of Weirton, certain
transactions, such as a merger, consolidation, sale of assets and amendment to
the charter, require the favorable vote of at least 80% of eligible voting
power. Moreover, the voting power of stockholders holding more than 5% of the
voting power, other than the ESOPs, is restricted so that such holders may only
vote 5% of the voting power, even if their stock holdings are greater.

         As a consequence, the 1989 ESOP effectively has a "blocking position"
with regard to any "supermajority" vote transactions and, as a result, any major
corporate issue. This Series A Preferred Stock blocking position was created in
1989 when the 1989 ESOP was formed and the 1984 ESOP sold shares of Common Stock
to the public.

         However, times have changed dramatically for Weirton and for the U.S.
steel industry. In order for Weirton to be able to take advantage of the kinds
of acquisition opportunities described in the proxy statement, Weirton needs to
attract outside equity investment. In order to attract needed outside investment
to fund a possible "transformative event" in the future, participants in the
1989 ESOP are being asked now to agree to exchange their Series A Preferred
Stock "blocking position" for increased economic ownership in the equity of a
stronger Weirton if, BUT ONLY IF, the Board of Directors should approve a
"transformative event."

         Q. DO 1989 ESOP PARTICIPANTS GIVE UP THEIR SERIES A PREFERRED STOCK
VOTING RIGHTS IMMEDIATELY?

         A. No. Until a "transformative event" occurs, the 1989 ESOP will
continue to hold Series A Preferred Stock, and each share of Series A Preferred
Stock would be entitled to 10 votes on any matter.

         While the amendments to the 1989 ESOP would be made as soon as the
participants approve them, they would not take effect until the Board of
Directors approves an acquisition that qualifies as a "transformative event."
The composition of the Board of Directors will remain as it is under the
existing corporate charter or, if the amendment being considered at the Annual
Meeting of Stockholders is approved, would consist of five independent
directors, two management directors and two union-designated directors. The
built-in charter protections assuring union representation on the Board and veto
power over any "transformative event" will continue to remain in effect until
approval of a "transformative event."

         Q. IF THE AMENDMENTS TO THE 1989 ESOP HAVE NO IMMEDIATE EFFECT, WHY ARE
PARTICIPANTS BEING ASKED TO VOTE ON THEM NOW?

         A. Unless Weirton's charter and the voting power of the Series A
Preferred Stock are changed, contingent upon to the Board's approval of a
particular acquisition, no outside investor will invest in Weirton. We also need
to be able to assure an investor that the 1989 ESOP is willing to give up its
blocking position.



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         A favorable vote means that the participants in the 1989 ESOP, the
stockholders and the employees under Weirton's collective bargaining agreements
will authorize the Board of Directors to review and act quickly upon any future
acquisition and related outside investment. The Board of Directors must be
satisfied that the investment is the kind that will help Weirton make strategic
acquisitions or targeted investments in the steel industry and be a viable
company in the long run.

         Q. WHAT DOES THE 1989 ESOP GET FOR GIVING UP ITS "BLOCKING POSITION"?

         A. Under the proposed amendments, the 1989 ESOP agrees to surrender its
Series A Preferred Stock in exchange for new shares of Common Stock issuable
only at the time of a "transformative event." The 1989 ESOP will receive a
number of shares of Common Stock at least ten times the number of Series A
Preferred Stock that it gives up.

         The Administrative Committee has retained a nationally known appraisal
firm to determine whether the ten shares to one ratio negotiated by the
Committee and the Company at the time of the "transformative event" is "fair."

         Historically, the Company's outside appraiser has determined that the
value of one share of Series A Preferred Stock was equivalent to one share of
Common Stock because the Series A Preferred Stock was automatically convertible
on a one-for-one basis into Common Stock upon its sale or transfer. You should
keep in mind that the supervoting power of the Series A Preferred Stock is lost
if the 1989 ESOP were to sell or otherwise dispose of the Series A Preferred
Stock to a third party.

         Q. WHAT OTHER APPROVALS ARE NEEDED?

         A. Each of the four collective bargaining units with contracts with
Weirton have to approve the proposed amendments to the 1989 ESOP as well as
proposed charter changes. The settlement agreement with the collective
bargaining units provides that the 1984 ESOP will be amended to provide for full
withdrawal rights under the 1984 ESOP if the settlement agreement is approved by
the required majorities. But, participants in the 1984 ESOP do not vote on that
change now.

         Q. WILL THESE AMENDMENTS TO THE 1989 ESOP AFFECT MY RETIREMENT
BENEFITS?

         A. If the exchange for Common Stock occurs, the 1989 ESOP would hold
the Common Stock for the benefit of the participants, but participants would
have the immediate right to withdraw those shares and sell them on the open
market. This immediate withdrawal right represents a change from the existing
provisions.

         Q. WILL A CHANGE IN THE 1989 ESOP AFFECT MY INTERESTS UNDER WEIRTON'S
PROFIT-SHARING PLAN?

         A. No. Before a "transformative event" can be approved by the Board,
satisfactory collective bargaining agreements have to be in place.



                                      -4-


         Q. WHAT IS A "TRANSFORMATIVE EVENT"?

         A. The proxy statement, which is being sent to all ESOP participants by
the ESOP Trustee, describes a "transformative event" as a significant
acquisition or investment in steel industry assets or businesses, which is
funded by new investment resulting in a change of control of Weirton and which
contains satisfactory collective bargaining arrangements, all as approved by at
least 90% of the Board of Directors. The objective of any strategic acquisition
or targeted investment is to fundamentally reposition the business of Weirton.

         Q. WHAT KINDS OF ACQUISITIONS OR INVESTMENTS WILL WEIRTON CONSIDER?

         A. Under today's current distressed industry conditions, Weirton
believes that it may have opportunities to purchase assets, including tin mill
assets, on acceptable terms in the near term. We have been closely following the
bankruptcy proceedings of Wheeling-Pittsburgh Steel, National Steel and
Bethlehem Steel, among others. Because of the uncertainties associated with the
bankruptcy process, there can be no assurance that any of these assets will, in
fact, be available for sale to Weirton in the near term.

         Weirton intends to explore other strategic opportunities to broaden its
product lines, leverage its customer base and reduce its operating costs.

         Q. IS A STRATEGIC BUSINESS COMBINATION WITH WHEELING-PITTSBURGH STEEL A
POSSIBILITY?

         A. From time to time Weirton has actively discussed the possibility of
a business combination with Wheeling-Pittsburgh Steel. The complementary
facilities of Weirton and Wheeling-Pittsburgh Steel and their close geographic
proximity offer unique benefits, including increased market presence in the tin
mill and construction markets and opportunities facility rationalization and
operational and administrative synergies. However, we can give no assurance that
Wheeling-Pittsburgh Steel would be interested in negotiating a business
combination with us.

         Q. WHAT HAPPENS TO THE ESOP NOMINATING COMMITTEE?

         A. If the contingent charter amendments and the amendments to the 1989
ESOP are both approved, the role of the ESOP Nominating Committee will become
unnecessary. Under the contingent charter amendments, no seat on the Weirton
Board of Directors will be reserved for the ESOP. The 1989 ESOP will be changed
accordingly and the ESOP Nominating Committee will cease to exist.




                                      -5-

                 CONFIDENTIAL VOTING INSTRUCTIONS TO THE TRUSTEE
                       UNDER THE WEIRTON STEEL CORPORATION
                 1989 EMPLOYEE STOCK OWNERSHIP PLAN (THE "PLAN")

         Your vote is important! Please sign and date this voting instruction
card and return it promptly to Wallace, Padden & Company, P.C. in the enclosed
postage-paid envelope so that your vote may be tabulated and considered by the
Trustee. Your vote must be received by Wallace Padden no later than the close of
business on December 9, 2002.

         The undersigned, as a named fiduciary, hereby instructs the Trustee to
vote on a "one-participant-one-vote-basis" on the following matter:


 THE PLAN SHALL BE AMENDED AS DESCRIBED IN THE 1989 ESOP INFORMATION STATEMENT.

                               [ ] FOR [ ] AGAINST


         PLEASE EXECUTE AND RETURN THIS CONFIDENTIAL VOTING INSTRUCTION CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ONLY AUTHORIZED PERSONNEL
APPOINTED BY THE TRUSTEE WILL SEE THESE CONFIDENTIAL VOTING INSTRUCTIONS.

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                  Signature
                  Print Name:
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                  Social Security Number:
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                  Dated:                      , 2002
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