FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MOONEY PAUL J 		2. Issuer Name and Ticker or Trading Symbol

Esmark INC [ ESMK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Exec VP and CFO
(Last)          (First)          (Middle)

1134 MARKET STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/3/2008
(Street)

WHEELING, WV 26003
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/3/2008     M    3333   A   (1) 7689   D    
Common Stock   5/3/2008     F    984   (2) D $16.76   6705   D    
Common Stock   6/30/2008     M    6667   A   (1) 13372   D    
Common Stock   6/30/2008     F    1969   (2) D $19.12   11403   D    
Common Stock                  15   I   Held by 401(k) Plan   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (4) 5/3/2008     D        3333    5/3/2008     (5) Common Stock   3333   $0.00   6667   D    
Restricted Stock Units     (4) 6/30/2008     D        6667    6/30/2008     (6) Common Stock   6667   $0.00   0   D    

Explanation of Responses:
( 1)  Shares of Common Stock acquired upon vesting of Restricted Stock Units.
( 2)  Represents shares of Common Stock withheld by the Issuer to satisfy withholding tax obligations in connection with the vesting of Restricted Stock Units.
( 3)  Units held representing interests in the Wheeling-Pittsburgh Corporation 401(k) Plan.
( 4)  Each Restricted Stock Unit represents a contingent right to receive one share of Esmark Incorporated Common Stock.
( 5)  On February 13, 2008, the Board of Directors of Esmark, upon the recommendation of the Compensation Committee, modified all outstanding awards of Restricted Stock Units made by Esmark Incorporated or Wheeling-Pittsburgh Corporation with three-year vesting so that the final two-thirds of awards vest two years from the grant date. As such, the remaining 6,667 Restricted Stock Units vest on May 3, 2009.
( 6)  Represents early vesting pursuant to the reporting person's employment agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOONEY PAUL J
1134 MARKET STREET
WHEELING, WV 26003

Exec VP and CFO

Signatures
/s/ Gary S. Regan by Power of Attorney for Paul J. Mooney 7/3/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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