UNITED STATES
                       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 28, 2004


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


             Delaware                     000-25032             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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

/  /     Written communications pursuant to Rule 425 under  the  Securities  Act
         (17 CFR 230.425)
/  /     Soliciting material pursuant to Rule 14a-12 under the Exchange Act  (17
         CFR 240.14a-12)
/  /     Pre-commencement  communications pursuant to Rule  14d-2(b)  under  the
         Exchange Act (17 CFR 240.14d-2(b))
/  /     Pre-commencement communications   pursuant to  Rule  13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))




Item 1.01   Entry into a Material Definitive Agreement.

          On September 28, 2004, the Company  entered into the Eighth  Amendment
to the Second Amended and Restated Credit Agreement  between the Company and PNC
Bank,  National  Association  pursuant to which the amount  available  under the
Company's  revolving  credit  facility was  increased to $15.0 million from $6.5
million and the term of the  facility  was  extended to June 30, 2006 from April
30, 2005. All other terms of the revolving credit facility remain unchanged.

          The Company's  press release dated  September 28, 2004  announcing the
changes  to its  revolving  credit  facility  is filed as  Exhibit  99.1 to this
Current Report on Form 8-K.


Item 2.03   Creation of a Direct Financial Obligation  or  an  Obligation  under
            an Off-Balance Sheet Arrangement of a Registrant.


            The information provided in response to Item 1.01  of  this  Current
Report on Form 8-K is hereby incorporated herein by reference.


Item 9.01.  Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Exhibits

Exhibit No.                        Description
- -----------       ------------------------------------------
99.1              Press Release dated September 28, 2004







                                    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.


                               By:  /s/ Richard M. Ubinger
                                    --------------------------------------------
                                    Richard M. Ubinger
                                    Vice President of Finance,
                                    Chief Financial Officer and Treasurer

Dated:  September 29, 2004







                                  EXHIBIT INDEX

Exhibit No.                        Description
- -----------       ------------------------------------------
99.1              Press Release dated September 28, 2004