10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549





                                   FORM 10-Q/A

           [X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                           OF THE SECURITIES EXCHANGE ACT OF 1934
                       For the Quarterly Period Ended March 31, 1996
                                             OR


           [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                           OF THE SECURITIES EXCHANGE ACT OF 1934


                 For the Transition Period from ______ to ______
                         Commission File Number 0-25032



                   UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
             (Exact name of Registrant as specified in its charter)

                  DELAWARE                            25-1724540
      (State or other jurisdiction of               (IRS Employer
       incorporation or organization)            Identification No.)



                                600 Mayer Street
                              Bridgeville, PA 15017
          (Address of principal executive offices, including zip code)

                                 (412) 257-7600
                     (Telephone number, including area code)

                    Securities registered pursuant to Section
                               12(b) of the Act:
                                      None

                    Securities registered pursuant to Section
                               12(g) of the Act:

                                 Title of Class
                                  Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


               Yes      /x/           No

As of June 24, 1996, there were 6,270,000 shares of the Registrant's Common
Stock issued and outstanding.








                                   SIGNATURES



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 thereunto duly authorized.




                           UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.



Date:  June 24, 1996                   /s/ Clarence M. McAninch
     ----------------------            ------------------------
                                        Clarence M. McAninch
                                        President and Chief Executive Officer



Date:  June 24, 1996                     /s/ Richard M. Ubinger
     ----------------------              ----------------------
                                         Richard M. Ubinger
                                         Chief Financial Officer, Principal 
                                         Accounting Officer and
                                         Treasurer

                                     - ii -





                                INDEX TO EXHIBITS





          Exhibit Number

          27.1                                         Financial Data Schedule

                                     - iii -

EX-27

 


<ARTICLE>                     5
       
                             
<PERIOD-TYPE>                     3-MOS
<FISCAL-YEAR-END>                 DEC-31-1996
<PERIOD-END>                      MAR-31-1996
<CASH>                            6,793
<SECURITIES>                      0
<RECEIVABLES>                     10,049
<ALLOWANCES>                      (193)
<INVENTORY>                       9,875
<CURRENT-ASSETS>                  27,118
<PP&E>                            9,000
<DEPRECIATION>                    (352)
<TOTAL-ASSETS>                    36,093
<CURRENT-LIABILITIES>             9,024
<BONDS>                           831
<PREFERRED-MANDATORY>             0
<PREFERRED>                       0
<COMMON>                          6
<OTHER-SE>                        26,232
<TOTAL-LIABILITY-AND-EQUITY>      36,093
<SALES>                           12,609
<TOTAL-REVENUES>                  12,609
<CGS>                             10,644
<TOTAL-COSTS>                     10,644
<OTHER-EXPENSES>                  988
<LOSS-PROVISION>                  15
<INTEREST-EXPENSE>                (81)
<INCOME-PRETAX>                   1,043
<INCOME-TAX>                      396
<INCOME-CONTINUING>               647
<DISCONTINUED>                    0
<EXTRAORDINARY>                   0
<CHANGES>                         0
<NET-INCOME>                      647
<EPS-PRIMARY>                     0.10
<EPS-DILUTED>                     0.10