8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             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): September 5, 2003


                   Universal Stainless & Alloy Products, Inc.
                        1996 Employee Stock Purchase Plan
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                    33-13511               25-1724540
  ----------------------------        ------------         -------------------
  (State or other jurisdiction        (Commission          (IRS Employer
   of incorporation)                  File Number)         Identification No.)


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


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





Item 4.  Changes in Registrant's Certifying Accountant.

(a)  Previous independent accountants.

          (i)    On    September    5,    2003,    the    Registrant    notified
     PricewaterhouseCoopers  LLP that it was being  dismissed as the independent
     accountants of the Universal Stainless & Alloy Products, Inc. 1996 Employee
     Stock Purchase Plan (the  "Registrant")  effective  upon  completion of the
     audit relating to the Registrant's  financial  statements to be included in
     the  Registrant's  Annual  Report on Form 11-K for the year  ended June 30,
     2003 and the filing of such Form 11-K.

          (ii)  The  reports  of  PricewaterhouseCoopers  LLP on  the  financial
     statements of the  Registrant for the past two fiscal years did not contain
     an adverse  opinion or  disclaimer  of opinion  and were not  qualified  or
     modified as to uncertainty, audit scope or accounting principles.

          (iii) The decision to change  accountants was recommended and approved
     by the members of the Board of  Directors  of  Universal  Stainless & Alloy
     Products, Inc. who administer the Registrant's plan.

          (iv) In  connection  with its  audits for the two most  recent  fiscal
     years and  through  September  5, 2003,  there were no  disagreements  with
     PricewaterhouseCoopers  LLP on  any  matter  of  accounting  principles  or
     practices,  financial statement disclosure, or auditing scope or procedure,
     which    disagreements   if   not   resolved   to   the   satisfaction   of
     PricewaterhouseCoopers LLP would have caused them to make reference thereto
     in their reports on the financial statements for such years.

          (v) During the two most recent  fiscal years and through  September 5,
     2003,  there have been no reportable  events (as defined in Regulation S-K,
     Item 304(a)(1)(v)).

          (vi) The Registrant provided PricewaterhouseCoopers LLP with a copy of
     this  Current  Report on Form 8-K no later  than the date this  report  was
     filed with the  Securities  and Exchange  Commission and has requested that
     PricewaterhouseCoopers  LLP furnish it with a letter  addressed  to the SEC
     stating whether or not it agrees with the above statements.  A copy of such
     letter is filed herein as Exhibit 16.1 to this Current Report on Form 8-K.



(b)  New independent accountants.

     Effective on September 5, 2003, the Registrant  engaged  Schneider  Downs &
Co., Inc. as its new  independent  accountants  effective upon completion of the
audit by  PricewaterhouseCoopers  LLP  relating  to the  Registrant's  financial
statements to be included in the Registrant's Annual Report on Form 11-K for the
year  ended  June 30,  2003  and the  filing  of such  Form  11-K.  Prior to its
appointment as independent accountants, Schneider Downs & Co., Inc. had not been
consulted by the  Registrant on any of the matters  referenced in Regulation S-K
Item 304 (a) (2).

Item 7.  Financial Statements and Exhibits.

(a)  Financial statements of business acquired. Not applicable.

(b)  Proforma financial information. Not applicable.

(c)  Exhibits.

     16.1   Letter  of PricewaterhouseCoopers LLP  as to  change  in  certifying
            accountant.






                                    SIGNATURE


     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.
                                    1996 EMPLOYEE STOCK PURCHASE PLAN


                                    By: /s/ Richard M. Ubinger
                                        --------------------------------------
                                        Plan Administrator


Dated:  September 10, 2003

EX-16

                                                                    Exhibit 16.1



  September 10, 2003


  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C. 20549

  Commissioners:

  We have read the statements made by Universal Stainless & Alloy Products, Inc.
  1996 Employee Stock Purchase Plan (copy attached), which we understand will be
  filed  with the  Commission,  pursuant  to Item 4 of Form 8-K,  as part of the
  Registrant's  Form 8-K  report  dated  September  5,  2003.  We agree with the
  statements concerning our Firm in such Form 8-K.

  Very truly yours,



  PricewaterhouseCoopers LLP