As filed with the Securities and Exchange Commission on August 30, 2006
                                                     Registration No. 333-______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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


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

                                600 MAYER STREET
                         BRIDGEVILLE, PENNSYLVANIA 15017
          (Address of principal executive offices, including zip code)


                   UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              CLARENCE M. MCANINCH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                   UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                                600 MAYER STREET
                         BRIDGEVILLE, PENNSYLVANIA 15017
                                 (412) 257-7600
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                                       <C>                 <C>                  <C>                      <C>

=========================================================================================================================
              TITLE OF                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM          AMOUNT OF
             SECURITIES                   AMOUNT TO BE         OFFERING PRICE           AGGREGATE            REGISTRATION
          TO BE REGISTERED                 REGISTERED            PER SHARE           OFFERING PRICE              FEE

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

Common Stock, par value $.001 per           60,000(1)            $23.49 (2)            $1,409,400                $151
share

=========================================================================================================================
</TABLE>


         (1) This Registration Statement also registers additional securities to
be offered or issued upon  adjustments or changes made to registered  securities
by reason of any stock  splits,  stock  dividends  or  similar  transactions  as
permitted by Rule 416(a) and Rule 416(b) under the  Securities  Act of 1933,  as
amended (the "Securities  Act"). In




<PAGE>

addition,  pursuant to Rule 416(c) under the Securities  Act, this  Registration
Statement  covers an  indeterminate  amount of  interests  to be offered or sold
pursuant to the plan being registered.

         (2) The offering price of the shares being  registered is not presently
determinable.  Estimated  solely for the purpose of calculating the registration
fee,  pursuant to paragraphs (c) and (h) of Rule 457 under the  Securities  Act,
the proposed  maximum  offering price and the registration fee are calculated on
the basis of the average of the high and low prices for the Registrant's  Common
Stock reported on the Nasdaq Global Market on August 25, 2006.
--------------------------------------------------------------------------------

<PAGE>






                                EXPLANATORY NOTE


This  Registration  Statement  is being filed to register an  additional  60,000
shares of the common stock, par value $.001 per share (the "Common  Stock"),  of
Universal Stainless & Alloy Products,  Inc. (the "Registrant") as a result of an
increase in the number of shares of Common Stock  issuable  under the  Universal
Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan (the "Plan").
The earlier Registration  Statement on Form S-8 filed by the Registrant with the
Commission  on October 4, 1996 (File No.  333-13511) is hereby  incorporated  by
reference.   This  incorporation  by  reference  is  made  pursuant  to  General
Instruction E of Form S-8 regarding the registration of additional securities of
the same class as other securities for which there has been filed a Registration
Statement on Form S-8 relating to the same employee benefit plan.




<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


      ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following  documents filed by the Registrant with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement:

           (i)  the Registrant's Annual Report on Form 10-K for the period ended
                December 31, 2005 (File No. 000-25032);

           (ii) the  Registrant's   Quarterly  Reports  on  Form  10-Q  for  the
                quarterly periods ended March 31 and June 30, 2006; and

           (iii) the description of the Registrant's  Common Stock contained the
                Registration Statement on Form 8-A/A filed on November 30, 1994.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the  Universal  Stainless & Alloy  Products,  Inc.  1996
Employee Stock Purchase Plan.



<PAGE>



      ITEM 8.     EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

      EXHIBIT NO.                       DESCRIPTION
      -----------                       -----------

         4.1        Amended  and    Restated    Certificate   of   Incorporation
                    (incorporated by reference to Exhibit  3.1 to   Registration
                    No. 33-85310).

         4.2        By-laws of the  Company  (incorporated   by   reference   to
                    Exhibit 3.2 to Registration No. 33-85310).

         5.1        Opinion of  Kirkpatrick & Lockhart  Nicholson  Graham    LLP
                    regarding   the  legality  of the shares  being   registered
                    (filed herewith).

         23.1       Consent of Schneider Downs & Co., Inc. (filed herewith).

         23.2       Consent of  Kirkpatrick  &  Lockhart  Nicholson  Graham  LLP
                    (included in Exhibit 5.1).

         24.1       Power of Attorney (set forth on the signature page  of  this
                    Registration Statement).






<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bridgeville,  Commonwealth of Pennsylvania,  on this 30th day of August,
2006.

                                      UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.


                                      By:  /s/ Clarence M. McAninch
                                         ---------------------------------------
                                           Clarence M. McAninch
                                           President and Chief Executive Officer


       KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below constitutes and appoints Clarence M. McAninch and Paul A. McGrath, signing
singly,  his true and  lawful  attorney-in-fact  and  agent,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and  to  file  the  same,  with  all  exhibits  thereto,  and  other
documentation  in  connection  therewith,   with  the  Securities  and  Exchange
Commission,  granting unto said  attorney-in-fact  and agent with full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in or about the premises,  as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents,  or their  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date(s) indicated:
<TABLE>
<CAPTION>
<S>                                                 <C>                                         <C>

         SIGNATURE                                   TITLE                                        DATE

         /s/ Clarence M. McAninch                    President, Chief Executive and              August 30, 2006
--------------------------------------------         Director (Principal Executive Officer)
Clarence M. McAninch


         /s/ Richard M. Ubinger                      Vice President of Finance, Chief Financial  August 30, 2006
--------------------------------------------         Officer and Treasurer (Principal Financial
Richard M. Ubinger                                   and Accounting Officer)


         /s/ Douglas M. Dunn                         Director                                    August 30, 2006
--------------------------------------------
Douglas M. Dunn


         /s/ George F. Keane                         Director                                    August 30, 2006
--------------------------------------------
George F. Keane


         /s/ Udi Toledano                            Director                                    August 30, 2006
--------------------------------------------
Udi Toledano

</TABLE>

<PAGE>




                                  EXHIBIT INDEX

  EXHIBIT NO.                         DESCRIPTION
  -----------                         -----------

    4.1         Amended and Restated Certificate of Incorporation  (incorporated
                by reference to Exhibit 3.1 to Registration No. 33-85310).

    4.2         By-laws of the Company (incorporated by reference to Exhibit 3.2
                to Registration No. 33-85310).

    5.1         Opinion   of   Kirkpatrick  &  Lockhart   Nicholson   Graham LLP
                regarding  the legality of the shares  being  registered  (filed
                herewith).

    23.1        Consent of Schneider Downs & Co., Inc. (filed herewith).

    23.2        Consent of Kirkpatrick & Lockhart Nicholson Graham LLP (included
                in Exhibit 5.1).

    24.1        Power of Attorney  (set  forth  on  the  signature  page of this
                Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 12236}]
{"company-data": {"conformed-name": "UNIVERSAL STAINLESS & ALLOY PRODUCTS INC", "cik": "0000931584", "assigned-sic": "3312", "irs-number": "251724540", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-136984", "film-number": "061064082"}, "business-address": {"street1": "600 MAYER ST", "city": "BRIDGEVILLE", "state": "PA", "zip": "15017", "phone": "4122577600"}, "mail-address": {"street1": "600 MAYER ST", "city": "BRIDGEVILLE", "state": "PA", "zip": "15017"}}
As filed with the Securities and Exchange Commission on August 30, 2006
                                                     Registration No. 333-______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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

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

                                600 MAYER STREET
                         BRIDGEVILLE, PENNSYLVANIA 15017
          (Address of principal executive offices, including zip code)

                   UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              CLARENCE M. MCANINCH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                   UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                                600 MAYER STREET
                         BRIDGEVILLE, PENNSYLVANIA 15017
                                 (412) 257-7600
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
              TITLE OF                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM          AMOUNT OF
             SECURITIES                   AMOUNT TO BE         OFFERING PRICE           AGGREGATE            REGISTRATION
          TO BE REGISTERED                 REGISTERED            PER SHARE           OFFERING PRICE              FEE

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

Common Stock, par value $.001 per           60,000(1)            $23.49 (2)            $1,409,400                $151
share

=========================================================================================================================
(1) This Registration Statement also registers additional securities to
be offered or issued upon  adjustments or changes made to registered  securities
by reason of any stock  splits,  stock  dividends  or  similar  transactions  as
permitted by Rule 416(a) and Rule 416(b) under the  Securities  Act of 1933,  as
amended (the "Securities  Act"). In
addition,  pursuant to Rule 416(c) under the Securities  Act, this  Registration
Statement  covers an  indeterminate  amount of  interests  to be offered or sold
pursuant to the plan being registered.

         (2) The offering price of the shares being  registered is not presently
determinable.  Estimated  solely for the purpose of calculating the registration
fee,  pursuant to paragraphs (c) and (h) of Rule 457 under the  Securities  Act,
the proposed  maximum  offering price and the registration fee are calculated on
the basis of the average of the high and low prices for the Registrant's  Common
Stock reported on the Nasdaq Global Market on August 25, 2006.
--------------------------------------------------------------------------------
EXPLANATORY NOTE

This  Registration  Statement  is being filed to register an  additional  60,000
shares of the common stock, par value $.001 per share (the "Common  Stock"),  of
Universal Stainless & Alloy Products,  Inc. (the "Registrant") as a result of an
increase in the number of shares of Common Stock  issuable  under the  Universal
Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan (the "Plan").
The earlier Registration  Statement on Form S-8 filed by the Registrant with the
Commission  on October 4, 1996 (File No.  333-13511) is hereby  incorporated  by
reference.   This  incorporation  by  reference  is  made  pursuant  to  General
Instruction E of Form S-8 regarding the registration of additional securities of
the same class as other securities for which there has been filed a Registration
Statement on Form S-8 relating to the same employee benefit plan.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following  documents filed by the Registrant with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement:

           (i)  the Registrant's Annual Report on Form 10-K for the period ended
                December 31, 2005 (File No. 000-25032);

           (ii) the  Registrant's   Quarterly  Reports  on  Form  10-Q  for  the
                quarterly periods ended March 31 and June 30, 2006; and

           (iii) the description of the Registrant's  Common Stock contained the
                Registration Statement on Form 8-A/A filed on November 30, 1994.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating to the  Universal  Stainless & Alloy  Products,  Inc.  1996
Employee Stock Purchase Plan.
ITEM 8.     EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:

      EXHIBIT NO.                       DESCRIPTION
      -----------                       -----------

         4.1        Amended  and    Restated    Certificate   of   Incorporation
                    (incorporated by reference to Exhibit  3.1 to   Registration
                    No. 33-85310).

         4.2        By-laws of the  Company  (incorporated   by   reference   to
                    Exhibit 3.2 to Registration No. 33-85310).

         5.1        Opinion of  Kirkpatrick & Lockhart  Nicholson  Graham    LLP
                    regarding   the  legality  of the shares  being   registered
                    (filed herewith).

         23.1       Consent of Schneider Downs & Co., Inc. (filed herewith).

         23.2       Consent of  Kirkpatrick  &  Lockhart  Nicholson  Graham  LLP
                    (included in Exhibit 5.1).

         24.1       Power of Attorney (set forth on the signature page  of  this
                    Registration Statement).
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bridgeville,  Commonwealth of Pennsylvania,  on this 30th day of August,
2006.

                                      UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

                                      By:  /s/ Clarence M. McAninch
                                         ---------------------------------------
                                           Clarence M. McAninch
                                           President and Chief Executive Officer

       KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below constitutes and appoints Clarence M. McAninch and Paul A. McGrath, signing
singly,  his true and  lawful  attorney-in-fact  and  agent,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and  to  file  the  same,  with  all  exhibits  thereto,  and  other
documentation  in  connection  therewith,   with  the  Securities  and  Exchange
Commission,  granting unto said  attorney-in-fact  and agent with full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in or about the premises,  as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents,  or their  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date(s) indicated:
SIGNATURE                                   TITLE                                        DATE

         /s/ Clarence M. McAninch                    President, Chief Executive and              August 30, 2006
--------------------------------------------         Director (Principal Executive Officer)
Clarence M. McAninch

         /s/ Richard M. Ubinger                      Vice President of Finance, Chief Financial  August 30, 2006
--------------------------------------------         Officer and Treasurer (Principal Financial
Richard M. Ubinger                                   and Accounting Officer)

         /s/ Douglas M. Dunn                         Director                                    August 30, 2006
--------------------------------------------
Douglas M. Dunn

         /s/ George F. Keane                         Director                                    August 30, 2006
--------------------------------------------
George F. Keane

         /s/ Udi Toledano                            Director                                    August 30, 2006
--------------------------------------------
Udi Toledano
EXHIBIT INDEX

  EXHIBIT NO.                         DESCRIPTION
  -----------                         -----------

    4.1         Amended and Restated Certificate of Incorporation  (incorporated
                by reference to Exhibit 3.1 to Registration No. 33-85310).

    4.2         By-laws of the Company (incorporated by reference to Exhibit 3.2
                to Registration No. 33-85310).

    5.1         Opinion   of   Kirkpatrick  &  Lockhart   Nicholson   Graham LLP
                regarding  the legality of the shares  being  registered  (filed
                herewith).

    23.1        Consent of Schneider Downs & Co., Inc. (filed herewith).

    23.2        Consent of Kirkpatrick & Lockhart Nicholson Graham LLP (included
                in Exhibit 5.1).

    24.1        Power of Attorney  (set  forth  on  the  signature  page of this
                Registration Statement).