Cusip No. 929248102 Page 1 of 5 Pages
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 3
WHX CORPORATION
(Name of Issuer)
COMMON STOCK $.01 PAR VALUE
(Title of Class of Securities)
929248102
(Cusip Number)
DECEMBER 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
Page 1 of 5 Pages
<PAGE>
Cusip No. 929248102 Page 2 of 5 Pages
1) Names of Reporting Persons Dewey Square Investors Corp.
S.S. or I.R.S. Identification
Nos. of Above Persons 04-3038940
2) Check the Appropriate Box (a)
if a Member of a Group (b)
(See Instructions)
3) SEC Use Only
4) Citizenship or Place of Delaware
Organization
Number of Shares Beneficially 5) Sole Voting Power 432,987
Owned By Each Reporting 6) Shared Voting Power 223,718
Person With 7) Sole Dispositive Power 866,419
8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially 866,419*
Owned by Each Reporting Person
* Includes 390,585 shares subject to issuance at any time upon conversion
of Preferred Stock of the issuer which is owned by the reporting person.
10) Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented 4.8%
by Amount in Row 9
12) Type of Reporting Person IA
(See Instructions)
<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G Under The Securities
Exchange Act of 1934
Amendment No. 3
Item 1.
(a) Name of Issuer: WHX Corporation
(b) Address of Issuer's 110 East 59th Street
Principal Executive New York, NY 10022
Offices:
Item 2.
(a) Name of Person Dewey Square Investors Corporation
Filing:
(b) Address of Principal One Financial Center
Business Office or, if Boston, MA 02111
none, Residence:
(c) Citizenship: Delaware
(d) Title of Class
of Securities: Common Stock, $.01 Par Value
(e) CUSIP No: 929248102
Item 3.
This statement is filed pursuant to Rule 13d-1(b). The person filing
is an investment adviser in accordance with <section> 240.13d-
1(b)(1)(ii)(E).
Item 4. Ownership
(a) Amount Beneficially Owned: 866,419*
(b) Percent of Class: 4.8%
(c) Number of Shares as to which such person has:
(i) Sole Power to Vote or to Direct the Vote - 432,987
(ii) Shared Power to Vote or to Direct the Vote - 223,718
(iii)Sole Power to Dispose or to Direct the Disposition of:
- 866,419*
(iv) Shared Power to Dispose or to Direct the Disposition
of: - 0
* Includes 390,585 shares subject to issuance at any time upon conversion
of Preferred Stock of the issuer which is owned by the reporting person.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following
/X/.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
All securities reported upon in this schedule were acquired
for the benefit of investment advisory clients of Dewey
Square Investors Corporation and such clients have the right
to receive the dividends from or the proceeds from the sale
of such securities. None of such clients has an interest in
more than five percent of the class of securities reported
upon.
Item 7. Identification and Classification of the Subsidiary Which has
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: January 25, 1999
DEWEY SQUARE INVESTORS
CORPORATION
By: /s/ Christine Murphy Name: Christine Murphy
Signature Title: Treasurer
