March 22, 2005
Mr. Clarence M. McAninch, President
Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, PA  15017

RE:	Universal Stainless & Alloy Products, Inc.
      12/31/04 Form 10-K  		File No. 000-25032

Dear Mr. McAninch:

		We have reviewed the financial statements and
Management`s
Discussion and Analysis in your filing and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments. Please understand that the purpose of our review is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule II - Valuation and Qualifying Accounts, p. 18

1. In a supplemental letter, and in future filings in your
critical
accounting policiy disclosure, please explain why your inventory
reserve as a percentage of inventory, decreased from December 31,
2003 to December 31, 2004.  This decrease in your coverage ratio
is
not consistent with the increasing trend of inventory write-offs.

Results of Operations, p. 8

2. Your quarterly financial data reflects 4th quarter sales
increases
in both 2003 and in 2004. However your 4th quarter earnings each
year
does not show similar improvement. In future filings, please
disclose
the reasons for the adverse 4th quarter results. See also the
guidance in paragraphs 30-32 of APB 28.

Revenue Recognition, p. 15

3. You disclose that revenue is also sometimes recognized when
products available for shipment are held at the Company`s facility
beyond the stated shipment date. In a supplemental letter and in
future filings, please provide the percentage of your total net
sales
that are recognized in this manner. In addition, please disclose
the
SAB 101/104 criteria that supports your accounting related to bill
and hold revenue.

Code of Ethics

4. In future filings, provide disclosure for the adoption of a
code
of ethics that applies to your principal executive officer and
principal financial officer or explain why you have not adopted a
code of ethics.  Refer to Regulation S-K, Item 406.  In addition,
include the code of ethics as exhibit 14.  Refer to Regulation S-
K,
Item 601.

		Please file your supplemental response on EDGAR within
10
business days, or tell us by then when you will provide us with a
response. We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information investors
require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.  In connection with responding to our
comments, please provide, in writing, a statement from the company
acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      Direct questions to Ryan Rohn, Staff Accountant, at (202)
824-
5525 or, to Al Pavot, Staff Accountant at (202) 942-1764, or the
undersigned at (202) 942-1798.

							Sincerely,



							John Hartz
							Senior Assistant Chief
Accountant

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Mr. Clarence M. McAninch
March 22, 2005
Page 2 of 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE