SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         -------------------------------
                                 SCHEDULE 14D-1
              TENDER OFFER STATEMENT (AMENDMENT NO. 4) PURSUANT TO
             SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                         -------------------------------
                                 HANDY & HARMAN
                            (Name of Subject Company)

                                 WHX CORPORATION
                              HN ACQUISITION CORP.
                                    (Bidders)

                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
             (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
                         (Title of Class of Securities)

                                   410306 10 4
                      (CUSIP Number of Class of Securities)

                                MR. RONALD LABOW
                              CHAIRMAN OF THE BOARD
                                 WHX CORPORATION
                              110 EAST 59TH STREET
                               NEW YORK, NY 10022
                            TELEPHONE: (212) 355-5200

            (Name, Address and Telephone Number of Person Authorized
           to Receive Notices and Communications on Behalf of Bidder)
                                 with copies to:


          ILAN K. REICH, ESQ.                        ROBERT P. ZINN, ESQ.
         STEVEN WOLOSKY, ESQ.                     LEONARD S. FERLEGER, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP            KIRKPATRICK & LOCKHART LLP
            505 PARK AVENUE                          1500 OLIVER BUILDING
       NEW YORK, NEW YORK 10022                 PITTSBURGH, PENNSYLVANIA 15222
       TELEPHONE: (212) 753-7200                  TELEPHONE: (412) 355-6332


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



         This Statement  amends and  supplements  the Tender Offer  Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on December 16,
1997, by HN Acquisition  Corp. (the  "Purchaser"),  a New York corporation and a
wholly  owned  subsidiary  of  WHX  Corporation,  a  Delaware  corporation  (the
"Parent"), to purchase any and all outstanding shares of Common Stock, par value
$1.00 per share (the "Shares") of the Company,  including the associated  Common
Stock  Purchase  Rights  issued  pursuant to the Rights  Agreement,  dated as of
January  26,  1989,  as amended on April 25,  1996 and  October  22, 1996 (as so
amended,   the  "Rights   Agreement"),   between  the  Company  and  ChaseMellon
Shareholder  Services L.L.C.,  as Rights Agent, at a price of $30 per Share, net
to the seller in cash,  without interest thereon,  upon the terms and subject to
the conditions set forth in the Offer to Purchase,  dated December 16, 1997 (the
"Offer to Purchase"),  and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, constitute the "Offer"). Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase and the Schedule 14D-1.



ITEM 11.          MATERIAL TO BE FILED AS EXHIBITS.

         Item 11 is hereby amended to add the following Exhibit (a)(10).

         (a)(10)  Text of Press Release issued by WHX Corporation on January 12,
                  1998.



                                       -2-


                                    SIGNATURE


         After due inquiry  and to the best of its  knowledge  and  belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.



Dated:  January 12, 1998
                                 WHX CORPORATION


                                 By: /s/ Stewart E. Tabin
                                     ------------------------------------------
                                     Name:   Stewart E. Tabin
                                     Title:  Assistant Treasurer



                                 HN ACQUISITION CORP.


                                 By: /s/ Stewart E. Tabin
                                     ------------------------------------------
                                     Name:  Stewart E. Tabin
                                     Title: Vice President



                                       -3-




                                  EXHIBIT INDEX

         (a) (10) Text of Press Release issued by WHX Corporation on January 12,
                  1998.


                                       -4-

EX-99.A(10)

                  New York -- January  12,  1998 -- WHX  Corporation  (NYSE:WHX)
announced today the following  clarification  to the last paragraph of its press
release  issued on January 6, 1998  relating to its tender  offer to acquire any
and all shares of Handy & Harman (NYSE:HNH):

         Shareholders  of  Handy & Harman  should  recognize  that the  Business
         Combination  Condition and the Rights  Condition  shall be deemed to be
         satisfied if at the expiration of the tender offer the number of shares
         validly  tendered  and not  withdrawn,  together  with  the 4.9% of the
         shares  now  beneficially  owned  by  WHX,  is  less  than  20%  of the
         outstanding  shares. In the event that 15.1% or more of the outstanding
         shares are validly  tendered in the tender  offer and not  withdrawn at
         the expiration of the tender offer, the Business Combination  Condition
         and the Rights  Condition  would be applicable to the tender offer and,
         based on current  circumstances,  would prevent the acquisition of "any
         and all" shares by WHX in the tender offer,  unless such conditions are
         otherwise satisfied or waived.