Exhibit 10.3

Working Cash(R) Trust Agreement
- -----------------------------------------------------------------------PNC BANK


THIS WORKING CASH(R) TRUST AGREEMENT ("Trust Agreement") made this 1st day of
May, 1997, between Universal Stainless & Alloy Products, Inc., as Grantor, and
PNC Bank, National Association, as Trustee ("Trustee"):

                                   WITNESSETH:

WHEREAS, pursuant to the terms of the Working Cash(R), Line of Credit,
Investment Sweep Agreement (the "Working Cash Sweep Agreement") appended hereto
and incorporated by reference herein, Grantor maintains with PNC Bank, National
Association in its non-representative capacity (the "Bank") the account
("Account") indicated below:

Account Name                                      Account Number

                                                                      , and

WHEREAS, pursuant to the terms of the Working Cash Sweep Agreement, Grantor will
cause Bank, from time to time, to transfer certain sums from Grantor's Account
to Trustee for the short-term investment of those sums; and

WHEREAS, pursuant to the terms of the Working Cash Sweep Agreement, Trustee will
be from time to time directed to transfer certain sums from the Trust to the
Account; and

WHEREAS, whenever the assets held in the Trust hereunder ("Principal") and
Credits transferred to the Account are insufficient to cover the Debits to the
Account, Bank shall, pursuant to the Amended and Restated Credit Agreement (the
"Line of Credit Agreement") with Grantor incorporated herein by reference and
subject to the limitations as set forth therein, transfer sufficient funds to
the Account; and

WHEREAS, Trustee shall have no liability to repay amounts so advanced by Bank
and shall be indemnified by Grantor for all claims against Trustee by Bank or
any third parties in connection with amounts due under the Line of Credit
Agreement.

NOW, THEREFORE, the parties agree that Trustee shall hold the Principal in
trust, and invest and administer such Principal upon the following terms:

1. Trustee shall invest and reinvest the Principal of the Trust in such
short-term investments, including any common trust fund maintained by Trustee
for the short-term investment of funds, as Trustee, after consultation with
Grantor, shall deem appropriate.

2. The Trustee may invest the Principal or the assets of any common trust fund
in which the Trust is invested, in related investments, including but not
limited to, securities underwritten by Bank or an affiliate of Bank, mutual
funds advised or otherwise serviced by Bank or an affiliate, deposits of Bank or
an affiliate, and repurchase and reverse-repurchase agreements with Bank.
Grantor acknowledges that Bank may be separately and additionally compensated or
may derive profit in connection with such related investments and consents to
such additional compensation and/or profit.

3. Trustee shall, from time to time, transfer the net income of the Trust to the
Account.

4. Trustee shall transfer such amounts of Principal to the Account as Bank may
from time to time direct, pursuant to the terms of the Working Cash Sweep
Agreement and Trustee shall be without liability for complying with any such
direction from Bank and shall have no duty to inquire about or in any way
confirm the appropriateness of such direction or of such Account.

5. Trustee shall have no liability to repay amounts advanced by Bank and Grantor
shall indemnify and hold Trustee harmless for all claims made against it by Bank
or any third parties in connection with amounts due Bank under the Line of
Credit Agreement.

6. Except as limited by the Line of Credit Agreement, Grantor reserves the
right, by a signed instrument delivered to Trustee, to revoke this Trust
Agreement. Further, this Trust Agreement may be amended by an instrument signed
by Grantor and Trustee.

7. Without prejudice to Bank's rights under the Line of Credit Agreement,
Trustee may resign at any time by delivering thirty days' written notice of such
resignation to Grantor and Bank.

8. Trustee shall be entitled to compensation for its services in accordance with
its Schedule of Fees as such may be amended from time to time.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
executed by their respective duly authorized representatives as of the day and
the year first above written.

ATTEST/WITNESS:                               GRANTOR:

                                              UNIVERSAL STAINLESS & ALLOY 
                                               PRODUCTS, INC.

TRUSTEE: PNC BANK, NATIONAL ASSOCIATION
                                              By:
                                              Name:
By:                                           Title:
Name:
Title:


LAV/WORKCASH.TRU                                                 APRIL 29, 1997
BF 55806.2:  4/29/97
C/M 11834.0000 491947.1