Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 3, 1996

                   Universal Stainless & Alloy Products, Inc.
             (Exact name of registrant as specified in its charter)

   Delaware                      0-25032                        25-1724540
(State or other                (Commission                    (IRS Employer
jurisdiction of               File Number)                    Identification
incorporation)                                                    Number)

               600 Mayer Street, Bridgeville, Pennsylvania 15017
          (Address of principal executive offices)      (Zip Code)

              Registrant's telephone number, including area code:
                                 (412) 257-7600

                                                             Page 1 of 2 Pages.


Item 5.  Other Events.

                  In a press release, dated May 3, 1996, a copy of which is
attached hereto as Exhibit 99.1 and the full text of which is incorporated by
reference herein, the Registrant announced it is revising downward its earnings
expectations for the second quarter ended June 30, 1996, due to a heightened
volatility in some of its markets.

Item 7.  Financial Statements and Exhibits.

                  (c)               Exhibits.

                           99.1     Press Release dated May 3, 1996.


                  Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                  Universal Stainless & Alloy Products, Inc.

Date: May 14, 1996                By:       /s/ Clarence M. McAninch
                                           Name: Clarence M. McAninch
                                           Title: President and
                                                  Chief Executive Officer

                                                             Page 2 of 2 Pages


                                 EXHIBIT INDEX


99.1 -            Press release of the Registrant, dated May 3, 1996.



                  APPROVED BY:              Clarence "Mac" McAninch
                                            President & CEO
                                            (412) 257-7600

                  CONTACT:                  Morgen-Walke Associates
                        June Filingeri, Jennifer Miller
                          Media contact: Brian Maddox
                                 (212) 850-5600


         BRIDGEVILLE, PA, May 3, 1996 -- Universal Stainless & Alloy Products,
Inc. (Nasdaq: USAP) reported today that based on heightened volatility in some
of its markets, it is revising downward its earnings expectations for the
second quarter ended June 30, 1996. On a preliminary basis, the Company expects
to report second quarter net income of approximately $940,000 or $0.15 per
share on net sales of approximately $14 million. This compares with 1995 second
quarter net income of $817,000 or $0.18 per share, and net sales of $13.9
million. There are 37% more weighted average shares outstanding in the current
         The Company noted that two major factors account for its revised
outlook: continued softening demand for stainless steel rerolled billets and
semi-finished ingots due to increasing pressure from foreign imports of rod,
wire and bar products and a hold on all shipments of certain power generation
products which the Company believes is due to the current uncertainty caused by
the anticipated deregulation of the electric utility industry. The Company
anticipates resuming these shipments later in the year.
         Mac McAninch, President and CEO, commented: "While it is very early in
the second quarter, we believe it is prudent and responsible to signal our
revised outlook as best as we can at this time. It should be noted that due to
the short lead-time nature of our process capabilities we can receive orders as
late as mid-June that will ultimately determine whether we will meet, fall
short of or exceed our current expectations. The assumptions upon which we are
basing our projected second quarter results include strong growth in the sales
of tool steel and steady performance by our forging



billet and Titusville special shapes businesses offset by lower sales of
stainless rerolled billet and ingot due to continued market dislocation caused
by foreign imports. Power generation sales in the quarter are expected to be
minimal. We are pleased to say that we expect yields on all our products to be
at appropriate levels."
         Mr. McAninch continued: "It is not possible at this time to predict
whether the current difficult conditions will continue beyond the second
quarter, but we will be in a position to better estimate second half results at
the end of the quarter. However, in light of several factors including the
additional capacity for higher margin tool steel that will be available in
August as a result of our capital spending program, we expect second half
results to be far stronger than those achieved in the first half of the year.
We will confront any ongoing challenges by working closely with our existing
customers, pursuing new customers with our strengthened sales team and
maintaining stringent cost controls while fully implementing our capital
spending program. This is a tough business -- that's a given. Our confidence in
our ability to thrive in it is unchanged."
         Safe harbor for forward-looking statements: Except for historical
information contained herein, the statements in this release are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties which may cause
the Company's actual results in future periods to differ materially from
forecasted results. Those risks include, among others, risks associated with
the receipt and timing of future customer orders, risks associated with the
manufacturing process and production yields and risks related to plant and
equipment additions and maintenance. Those and other risks are described in the
Company's filings with the Securities and Exchange Commission (SEC) over the
last 12 months, copies of which are available from the SEC or may be obtained
upon request from the Company.
         Universal Stainless & Alloy Products, Inc., headquartered in
Bridgeville, Pa., manufactures and markets semi-finished specialty steels,
including stainless steel, tool steel and other alloy products. The Company's
products are finished by its customers and marketed for use primarily in the
heavy equipment manufacturing, power generation and aerospace industries.