UNITED STATES SECURITIES AND EXCHANGE COMMISSION

     SECURITIES EXCHANGE ACT OF 1934 
     RELEASE NO.  40130 / June 25, 1998

     ADMINISTRATIVE PROCEEDING File No. 3-9634
         

     ORDER INSTITUTING CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 21C OF
     THE SECURITIES EXCHANGE ACT OF 1934 FOR ALLEGED VIOLATIONS OF THE
     COMMISSION S TENDER OFFER RULES

     The Commission announced today that it instituted administrative cease-and-
     desist proceedings against WHX Corporation ( WHX ), a Delaware corporation
     with its principal place of business in New York City.  The Order
     Instituting Public Cease-and-Desist Proceedings ("Order") alleges that WHX
     violated the Commission s tender offer rules in connection with its tender
     offer for Dynamics Corporation of America ( DCA ) commenced on March 31,
     1997.  

     The Order alleges that in its initial form, the tender offer violated the
      All Holders Rule  (Rule 14d-10(a)(1) under the Securities Exchange Act of
     1934 ( Exchange Act )), in that it excluded shareholders who were not
     record holders of DCA shares or who could not otherwise deliver a valid
     proxy along with their shares.  In April 1997, after WHX s counsel was
     advised that the Commisison had authorized an emergency enforcement action
     to enjoin the offer, WHX amended the offer to open it to all shareholders.
               
     The Order further alleges that thereafter, WHX violated Rules 14d-4(c) and
     14d-6(d) under the Exchange Act when, upon expiration of the offer, it
     waived conditions that had not been satisfied and, without extending the
     offer to inform shareholders of that material change, proceeded immediately
     to buy the shares that had been tendered.  Among the express conditions
     that WHX placed on its offer were the following:  (1) the redemption,
     invalidation, or inapplicability to the offer of DCA s  poison pill  anti-
     takeover provision; (2) the inapplicability of New York s anti-takeover
     statute to the acquisition of shares pursuant to the offer or merger; and
     (3) the absence of a competing friendly offer for DCA.  As of June 13, the
     expiration date, WHX had been unsuccessful in its efforts in court to
     invalidate the poison pill and obtain relief from New York s anti-takeover
     statute.  Also as of that date, there was a competing friendly merger
     agreement that DCA had entered into with another company.  

     The Order alleges that WHX s waiver of these conditions on June 13 was a
     material change that required WHX to extend its offer for a minimum of five
     business days to inform DCA s shareholders of the change through the
     dissemination of additional tender offer materials.  WHX, however, did not
     extend its offer, and the only disclosure it provided to DCA shareholders
     came in the form of a press release issued three days after it closed the
     offer.  The Order alleges that by failing to extend the offer after waiving
     the conditions, WHX deprived DCA shareholders who had tendered their shares
     of the opportunity to withdraw them.  



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     Finally, the Order alleges that since the market price of DCA shares was
     higher than WHX s tender price during what should have been the five-day
     extension period, economically rational shareholders would have withdrawn
     their shares had WHX extended its offer.  WHX, therefore, was unjustly
     enriched by the difference between what it paid for the shares and what it
     would have had to pay for them had it extended the offer.  

     The Order institutes public proceedings to determine whether the Commission
     should enter an order requiring (a) WHX to cease-and-desist from committing
     or causing any violation and any future violation of Rules 14d-4(c),14d-
     6(d) and 14d-10(a)(1) of the Exchange Act and (b) WHX to pay disgorgement
     pursuant to Section 21C of the Exchange Act.  

     A hearing will be held to determine whether the staff s allegations are
     true and to provide the respondents with an opportunity to respond to the
     charges.







































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