SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 11-K/A

                               (Amendment No. 1)
                Annual Report Pursuant to Section 15(d) of the
                         Securities Exchange Act of 1934
                     For the fiscal year ended June 30, 1997

                         Commission file number 33-13511

            A.Full title of the plan and the address of the plan,  if  different
              from that of the issuer named below:

                  UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                        1996 EMPLOYEE STOCK PURCHASE PLAN

         B.Name of the issuer of the  securities  held  pursuant to the plan and
           the address of its principal executive office:

                  UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                                600 Mayer Street
                              Bridgeville, PA 15107



                                     




                  UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                        1996 EMPLOYEE STOCK PURCHASE PLAN

                                     INDEX



Exhibits:


    23.1  Consent of independent accountants















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SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
administrator  of the Plan has duly caused this  Amendment  No. 1 to this annual
report to be signed by the undersigned hereunto duly authorized.

                  UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                        1996 EMPLOYEE STOCK PURCHASE PLAN

SIGNATURE                  TITLE                      DATE


/s/ Richard M. Ubinger     PLAN ADMINISTRATOR         OCTOBER 1, 1997
- ----------------------
RICHARD M. UBINGER





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Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby  consent to the  incorporation  by reference in the  Registration
Statement  on Form S-8  (File  No.  33-13511)  of  Universal  Stainless  & Alloy
Products,  Inc. of our report dated September 18, 1997,  which appears on page 3
of the Annual  Report of the  Universal  Stainless & Alloy  Products,  Inc. 1996
Employee Stock Purchase Plan for the year ended June 30, 1997,  included in this
Annual Report on Form 11-K.

/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Pittsburgh, PA
September 29, 1997



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