AMENDMENT TO RIGHTS AGREEMENT

                    AMENDMENT, dated as of October 22, 1996, to the
          Rights Agreement, dated as of January 26, 1989 and as
          amended as of April 25, 1996, between Handy & Harman, a
          New York corporation (the "Company"), and ChaseMellon
          Shareholder Services L.L.C., as Rights Agent (the "Rights
          Agent").

                    WHEREAS, the Company and the Rights Agent
          entered into the Rights Agreement specifying the terms of
          the Rights (as defined therein);

                    WHEREAS, the Company and the Rights Agent
          desire to amend the Rights Agreement in accordance with
          Section 26 of the Rights Agreement;

                    NOW THEREFORE, in consideration of the premises
          and mutual agreements set forth in the Rights Agreement
          and this Amendment, the parties hereby agree as follows:

                    1.  Section 1(a) of the Rights Agreement is
          amended to read in its entirety as follows:

                    (a) "Acquiring Person" shall mean any
               Person who constitutes an "Interested
               Shareholder" as defined in Section 912 of the
               New York Business Corporation Law (the
               "NYBCL"); provided, however, that for purposes
               of determining whether such Person is an
               "Acquiring Person," a Person engaged in
               business as an underwriter of securities shall
               not be deemed to be the "Beneficial Owner" of,
               or to "beneficially own," any securities
               acquired through such Person's participation in
               good faith in a firm commitment underwriting
               until the expiration of forty days after the
               date of such acquisition; provided, further,
               that any Person who has reported or is required
               to report such Person's ownership (but less
               than 25%) on Schedule 13G under the Securities
               Exchange Act of 1934, as amended (or any
               comparable or successor report) or on Schedule
               13D under the Securities Exchange Act of 1934,
               as amended (or any comparable or successor
               report) which Schedule 13D does not state any
               intention to or reserve the right to control or
               influence the management or policies of the
               Company or engage in any of the actions
               specified in Item 4 of such Schedule (other
               than the disposition of the Common Stock) and,
               within 10 Business Days of being requested by
               the Company to advise it regarding the same,
               certifies to the Company that such Person
               acquired shares of Common Stock in excess of
               20% inadvertently or without knowledge of the
               terms of the Rights and who, together with all
               Affiliates and Associates, thereafter does not
               acquire additional shares of Common Stock while
               the Beneficial Owner of 20% or more of the
               shares of Common Stock then outstanding shall
               not be considered an "Acquiring Person";
               provided, further, that any Person who becomes
               the Beneficial Owner of 20% or more of the
               shares of Common Stock then outstanding as a
               result of a reduction in the number of shares
               of Common Stock outstanding due to the
               repurchase of shares of Common Stock
               outstanding by the Company shall not be
               considered an "Acquiring Person" unless and
               until such Person, after becoming aware that
               such Person has become the Beneficial Owner of
               20% or more of the shares of Common Stock then
               outstanding, acquires beneficial ownership of
               additional shares of Common Stock representing
               1/2% or more of the shares of Common Stock then
               outstanding.

                    2.  The term "Agreement" as used in the Rights
          Agreement shall be deemed to refer to the Rights
          Agreement as amended hereby.

                    3.  The foregoing amendment shall be effective
          as of the date hereof and, except as set forth herein,
          the Rights Agreement shall remain in full force and
          effect and shall be otherwise unaffected hereby.

                    4.  This Amendment may be executed in two or
          more counterparts, each of which shall be deemed an
          original, but all of which together shall constitute one
          and the same instrument.


                    IN WITNESS WHEREOF, the parties hereto have
          caused this Amendment to be duly executed, all as of the
          day and year first above written.

                                        HANDY & HARMAN

                                        By: /s/ Paul E. Dixon      
                                           Name:   Paul E. Dixon
                                           Title:  Vice President
                                                   General Counsel and
                                                   Secretary

                                        CHASEMELLON SHAREHOLDER
                                          SERVICES, L.L.C.
                                        as Rights Agent

                                        By: /s/ Salvatore Russo     
                                           Name: Salvatore Russo
                                           Title: Assistant
                                                   Vice President