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): April 21, 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







Item 12.      Results of Operations and Financial Condition

               On April 21, 2004,  Universal Stainless and Alloy Products,  Inc.
issued a press release  regarding its  earnings  for  the  first  quarter  ended
March 31, 2004. A copy of the press release is attached hereto.

               The information in this Current Report on Form 8-K, including the
attached press release,  shall not be deemed "filed" for the purposes of Section
18 of the Securities  Exchange Act of 1934, as amended,  or otherwise subject to
the  liabilities  of that  section,  nor  shall  it be  deemed  incorporated  by
reference in any filing under the Securities Act of 1933, as amended,  except as
shall be expressly set forth by specific reference in such a filing.








                                    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
                                           -------------------------------------
                                           Vice President of Finance,
                                           Chief Financial Officer and Treasurer

Dated:  April 21, 2004





                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                   Universal Stainless & Alloy Products, Inc.
               600 Mayer Street o Bridgeville, Pennsylvania 15017

                          CONTACTS: Richard M. Ubinger
                                    Vice President of Finance,
                                    Chief Financial Officer and Treasurer
                                    (412) 257-7606
FOR IMMEDIATE RELEASE
                                     Comm-Partners LLC
                                     June Filingeri
                                     (203) 972-0186

         UNIVERSAL STAINLESS REPORTS EPS OF $0.04 FOR 2004 FIRST QUARTER
   - Dunkirk turns profitable and Company reports improved business outlook -

     BRIDGEVILLE,  PA, April 21, 2004 -- Universal  Stainless & Alloy  Products,
Inc. (Nasdaq: USAP) today reported first quarter 2004 sales of $21.3 million and
net income of  $227,000,  or $0.04 per diluted  share.  Revenues for the current
quarter are at the highest  level since  2002.  The 2004 first  quarter  results
represent a 45% increase  over first  quarter 2003 sales of $14.7  million and a
strong  turnaround  from the net loss of $584,000,  or $0.09 per diluted  share,
reported in the year ago period.


     Commenting  on the results,  President  and CEO Mac McAninch  stated:  "Our
first quarter results clearly indicate that we are on the road to recovery. This
was our  strongest  quarter in the last six,  and we returned  to  profitability
company-wide. Most importantly, we are pleased to report that Dunkirk has broken
through the profitability barrier."

     Mr.  McAninch  continued:  "Our total  sales to  forgers,  OEMs and service
centers  increased  132%, 84% and 43%,  respectively,  over the first quarter of
2003,  and 41%, 51% and 45% over the previous  quarter.  In fact,  we saw strong
growth in nearly every customer  category  compared to those prior periods.  The
significant  growth  in the 2004  first  quarter  was  mainly  driven  by strong
shipments of aerospace, power generation and tool steel products."

     Mr.  McAninch  concluded:  "We are entering the second quarter with a large
backlog,  driven by the growing  momentum of economic  recovery in the U.S. This
momentum,  combined with raw material surcharges and our recent price increases,
has enhanced our ability to offer a wider range of cost-competitive  products at
Dunkirk  Specialty Steel and will allow us to achieve further  profitable growth
company-wide in coming quarters."





USAP REPORTS PROFITABLE 2004 FIRST QUARTER                            - Page 2 -

Segment Review
--------------

     In the first  quarter of 2004,  the  Universal  Stainless & Alloy  Products
segment  had sales of $18.8  million  and  operating  income of  $401,000.  This
compares with sales of $12.4 million and an operating loss of $774,000  reported
in the first quarter of 2003. The improvement reflected substantial increases in
sales to forgers,  service  centers,  OEMs and of reroll product to Dunkirk both
sequentially and year over year.

     The Dunkirk  Specialty Steel segment  reported record sales of $6.7 million
and operating income of $34,000. This compares with sales of $4.8 million and an
operating  loss of  $599,000 in the same  period of 2003.  Dunkirk's  turnaround
reflected an increase in profitable sales to wire redrawers, service centers and
OEMs.

Business Outlook
----------------

The following statements are based on the Company's current expectations.  These
statements are forward-looking, and actual results may differ materially.

     The Company estimates that second quarter 2004 sales will range from $25 to
$29 million and that  diluted EPS will range from $0.15 to $0.20.  In the second
quarter of 2003,  sales were $16.8  million and the Company  incurred a net loss
per diluted share of $0.07.

     The following factors were considered in developing these estimates:

o    The  Company's  total  backlog at March 31, 2004  approximated  $37 million
     compared to $21 million at December 31, 2003, reflecting strength in all of
     the Company's niche markets.

o    The second  quarter  results  will  benefit  from  enhancements  to the raw
     material  surcharge  mechanism  and other price  increases  implemented  at
     various times during the 2004 first quarter.

o    Sales from the Dunkirk  Specialty Steel segment are expected to approximate
     $8  million.  This  sales  level  will  allow  further  reductions  in  the
     manufacturing cost of products sold.

Webcast
-------

     A simultaneous Webcast of the Company's conference call discussing the 2004
first  quarter and the second  quarter  2004  outlook,  scheduled  at 10:00 a.m.
(Eastern)   today,   will   be   available   on   the   Company's   website   at
www.univstainless.com,  and  thereafter  archived  on the  website.  A telephone
replay  of the  conference  call  will be  available  beginning  at  12:00  noon
(Eastern)  today,  continuing  through April 28th. It can be accessed by dialing
706-645-9291, passcode 6459231. This is a toll call.





USAP REPORTS PROFITABLE 2004 FIRST QUARTER                            - Page 3 -


About Universal Stainless & Alloy Products, Inc.
------------------------------------------------

     Universal Stainless & Alloy Products,  Inc.,  headquartered in Bridgeville,
Pa.,  manufactures  and  markets  a broad  line of  semi-finished  and  finished
specialty  steels,  including  stainless  steel,  tool steel and  certain  other
alloyed  steels.   The  Company's   products  are  sold  to  original  equipment
manufacturers, service centers, forgers, rerollers and wire redrawers.

Forward-Looking Information Safe Harbor
---------------------------------------

Except for  historical  information  contained  herein,  the  statements in this
release  are  forward-looking  statements  that are made  pursuant  to the "safe
harbor"  provision  of the  Private  Securities  Litigation  Reform Act of 1995.
Forward-looking  statements  involve known and unknown  risks and  uncertainties
that may  cause  the  Company's  actual  results  in  future  periods  to differ
materially from forecasted  results.  Those risks include,  among others,  risks
associated with the limited  operating  history of Dunkirk  Specialty Steel LLC,
risks associated with the receipt, pricing and timing of future customer orders,
risks  associated with significant  fluctuations  that may occur in raw material
and  energy  prices,  risks  associated  with  the  manufacturing   process  and
production  yields,  risks  related to property,  plant and  equipment and risks
related to the ultimate outcome of the Company's  current and future  litigation
matters.  Certain of these risks and other risks are  described in the Company's
filings  with the  Securities  and  Exchange  Commission  (SEC) over the last 12
months,  copies  of which are  available  from the SEC or may be  obtained  upon
request from the Company.

                           - FINANCIAL TABLES FOLLOW -




                   UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                              FINANCIAL HIGHLIGHTS
              (Dollars in thousands, except per share information)
                                   (Unaudited)

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                         For the Quarter Ended
                                               March 31,
                                          2004           2003
                                          ----           ----
     Net Sales
Stainless steel                       $   16,168       $   11,196
Tool steel                                 3,165            1,900
High-strength low alloy steel                861              671
High-temperature alloy steel                 710              517
Conversion services                          332              333
Other                                         71               83
                                       ---------         --------
Total net sales                           21,307           14,700
Cost of products sold                     19,344           14,680
Selling and administrative expenses        1,528            1,393
                                       ---------         --------
Operating income (loss)                      435           (1,373)
Interest expense                             (88)             (95)
Other income                                   8               27
                                       ---------         --------
Income (loss) before taxes                   355           (1,441)
Income tax provision (benefit)               128             (858)
                                       ---------        ---------
Net income (loss)                     $      227       $     (583)
                                       =========        =========

Earnings (loss) per share - Basic     $     0.04       $    (0.09)
                                       =========        =========
Earnings (loss) per share - Diluted   $     0.04       $    (0.09)
                                       =========        =========


Weighted average shares of
Common Stock outstanding
    Basic                              6,296,053        6,284,638
    Diluted                            6,336,034        6,284,638


--------------------------------------------------------------------------------
                           MARKET SEGMENT INFORMATION

                                         For the Quarter Ended
                                               March 31,
                                         2004           2003
                                         ----           ----
     Net Sales
Service centers                       $    9,906    $     6,950
Rerollers                                  4,070          3,799
Forgers                                    3,816          1,647
Original equipment manufacturers           1,934          1,049
Wire redrawers                             1,196            880
Conversion services                          332            333
Other                                         53             42
                                       ---------     ----------
Total net sales                       $   21,307    $    14,700
                                       =========      =========
Tons shipped                               9,087          7,413
                                       =========      =========





                            BUSINESS SEGMENT RESULTS

Universal Stainless & Alloy Products Segment

                                      For the Quarter Ended
                                            March 31,
                                       2004           2003
                                       ----           ----
     Net Sales
Stainless steel                       $   10,720     $    7,070
Tool steel                                 3,079          1,766
High-strength low alloy steel                413            407
High-temperature alloy steel                 550            478
Conversion services                          249            310
Other                                         46             75
                                       ---------      ---------
                                          15,057         10,106
Intersegment                               3,788          2,295
                                       ---------      ---------
Total net sales                           18,845         12,401
Material cost of sales                     7,602          4,396
Operation cost of sales                    9,811          7,859
Selling and administrative expenses        1,031            920
                                       ---------      ---------


Operating income (loss)                $     401   $       (774)
                                        ========      =========


Dunkirk Specialty Steel Segment

                                      For the Quarter Ended
                                             March 31,
                                       2004           2003
                                       ----           ----
     Net Sales
Stainless steel                       $    5,448      $  4,126
Tool steel                                    86           134
High-strength low alloy steel                448           264
High-temperature alloy steel                 160            39
Conversion services                           83            23
Other                                         25             8
                                       ---------       -------
                                           6,250         4,594
Intersegment                                 495           190
                                       ---------       -------
Total net sales                            6,745         4,784
Material cost of sales                     3,477         2,612
Operation cost of sales                    2,737         2,298
Selling and administrative expenses          497           473
                                       ---------       -------

Operating income (loss)               $       34      $   (599)
                                       =========       =======







                           CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)

                                                   March 31,      December 31,
                                                    2004               2003
                                                    ----               ----
     Assets
Cash                                          $        512       $    4,735
Accounts receivable, net                             15,225           12,690
Inventory                                            28,560           22,281
Deferred taxes                                        1,222            1,222
Other current assets                                  3,006            3,063
                                                -----------       ----------

Total current assets                                 48,525           43,991
Property, plant & equipment, net                     39,566           40,176
Other assets                                            747              758
                                                -----------       ----------
Total assets                                   $     88,838      $    84,925
                                                ===========       ==========


     Liabilities and Stockholders' Equity
Accounts payable                               $      9,450      $     6,792
Bank overdrafts                                         541              813
Accrued employment costs                              1,536              833
Current portion of long-term debt                     1,931            1,944
Other current liabilities                               556              195
                                                ------------      ----------

Total current liabilities                            14,014           10,577
Bank revolver                                           668                -
Long-term debt                                        5,114            5,599
Deferred taxes                                        9,334            9,313
                                                -----------       ----------
Total liabilities                                    29,130           25,489
Stockholders' equity                                 59,708           59,436
                                                -----------       ----------


Total liabilities and stockholders' equity     $     88,838     $     84,925
                                                ===========       ==========

--------------------------------------------------------------------------------

                    CONSOLIDATED STATEMENT OF CASH FLOW DATA
                         For the Quarter Ended March 31,

                                                   2004               2003
                                                   ----               ----
Cash flow from (due to) operating activities   $     (3,989)    $      2,962
Cash flow due to investing activities                  (174)             (79)
Cash flow due to financing activities                   (60)            (156)
                                                -----------      -----------

    Net cash flow                              $     (4,223)    $      3,039
                                                ===========      ===========