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
 incorporation or organization)                   Identification No.)


                                600 Mayer Street
                         Bridgeville, Pennsylvania 15017
                    (Address of principal executive offices)

                              STOCK INCENTIVE 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
                     (Name and address of agent for service)

                                 (412) 257-7600
          (Telephone number, including area code, 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(1)        PER SHARE(2)          OFFERING PRICE            FEE
------------------------  ----------------  ----------------------  --------------------  ------------------
Common Stock, par value    300,000 shares           $5.58               $1,674,000.00          $154.01
$.001 per share
========================  ================  ======================  ====================  ==================

         (1) This Registration Statement also registers additional securities to
be  offered  or  issued  upon  adjustment  or  changes  made  to the  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").

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices  for the  Registrant's  Common Stock on September 30,
2002 as reported on the Nasdaq National Market.
---------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


         The  earlier  Registration  Statements  on Form S-8 filed by  Universal
Stainless & Alloy  Products,  Inc. (the  "Registrant")  with the  Securities and
Exchange  Commission (the "Commission") on April 7, 1995 (File No. 33-90970) and
October 4, 1996 (File No. 333-13509),  pertaining to the Registrant's 1994 Stock
Incentive Plan, are hereby incorporated by reference. This incorporation 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.  This  Registration  Statement  is  being  filed to  register  an
additional   300,000  shares  of  the   Registrant's   Common  Stock  under  the
Registrant's  Stock Incentive  Plan,  formerly known as the 1994 Stock Incentive
Plan (the "Plan").  The increase in available shares,  the change in the name of
the  Plan  and  certain  other  amendments  to the  Plan  were  approved  by the
Registrant's  stockholders  at the  Registrant's  annual meeting held on May 21,
2002.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



      ITEM 8.  EXHIBITS.

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


      Exhibit No.                               Description
      -----------                               -----------

         5.1             Opinion of Paul A. McGrath, Esq. regarding the legality
                         of the securities registered hereunder.

         23.1            Consent of PricewaterhouseCoopers LLP.

         23.2            Consent  of  Paul  A. McGrath, Esq. (included  in   the
                         Opinion filed as Exhibit 5.1).



















                                      II-1
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in Bridgeville,  Pennsylvania,  on this 19th day of September,
2002.

                                    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 of the undersigned directors
and officers of Universal  Stainless & Alloy Products,  Inc. hereby  constitutes
and appoints  Clarence M.  McAninch and Paul A. McGrath,  and each of them,  his
true and lawful attorneys-in-fact and agents, for him and in his name, place and
stead,  in any  and all  capacities,  to sign  one or  more  amendments  to this
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
including post-effective amendments and other related documents, and to file the
same with the Securities and Exchange Commission under said Act, hereby granting
power and authority to do and perform any and all acts and things  requisite and
necessary to be done in and about the  premises,  as fully as to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents may  lawfully do or cause to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:

<TABLE>
<CAPTION>

       Signature                         Capacity                            Date
       ---------                         --------                            ----
<S>                          <C>                                       <C>

/s/ Clarence M. McAninch     President, Chief Executive Officer        September 19, 2002
-------------------------    and Director (Principal Executive
Clarence M. McAninch         Officer)

/s/ Richard M. Ubinger       Vice President of Finance and Chief       September 19, 2002
-------------------------    Financial Officer (Principal
Richard M. Ubinger           Financial and Accounting Officer)

/s/ Douglas M. Dunn          Director                                  September 19, 2002
-------------------------
Douglas M. Dunn

/s/ George F. Keane          Director                                  September 19, 2002
-------------------------
George F. Keane

/s/ Udi Toledano             Director                                  September 19, 2002
-------------------------
Udi Toledano

</TABLE>










                                      II-2
<PAGE>


<TABLE>

                                               EXHIBIT INDEX

<CAPTION>

  Exhibit No.                         Description                              Sequential Page Number
  -----------                         -----------                              ----------------------
     <S>       <C>                                                                       <C>

     5.1       Opinion of Paul A. McGrath, Esq. regarding the legality of                 6
               the securities registered hereunder.

     23.1      Consent of PricewaterhouseCoopers LLP, independent                         7
               accountants.

     23.2      Consent of Paul A. McGrath, Esq. (included in the Opinion                  6
               filed as Exhibit 5.1).

</TABLE>






















                                      II-3
[{"type": "S-8", "sequence": "1", "filename": "form-s8_100102.txt", "description": "FORM S-8", "secsgml_size_bytes": 9289}]
{"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": "333-100263", "film-number": "02779721"}, "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"}}
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
 incorporation or organization)                   Identification No.)

                                600 Mayer Street
                         Bridgeville, Pennsylvania 15017
                    (Address of principal executive offices)

                              STOCK INCENTIVE 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
                     (Name and address of agent for service)

                                 (412) 257-7600
          (Telephone number, including area code, 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(1)        PER SHARE(2)          OFFERING PRICE            FEE
------------------------  ----------------  ----------------------  --------------------  ------------------
Common Stock, par value    300,000 shares           $5.58               $1,674,000.00          $154.01
$.001 per share
========================  ================  ======================  ====================  ==================

         (1) This Registration Statement also registers additional securities to
be  offered  or  issued  upon  adjustment  or  changes  made  to the  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").

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  The fee is  calculated on the basis of the average
of the high and low prices  for the  Registrant's  Common Stock on September 30,
2002 as reported on the Nasdaq National Market.
---------------------------------------------------------------------------------------------------------------
The  earlier  Registration  Statements  on Form S-8 filed by  Universal
Stainless & Alloy  Products,  Inc. (the  "Registrant")  with the  Securities and
Exchange  Commission (the "Commission") on April 7, 1995 (File No. 33-90970) and
October 4, 1996 (File No. 333-13509),  pertaining to the Registrant's 1994 Stock
Incentive Plan, are hereby incorporated by reference. This incorporation 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.  This  Registration  Statement  is  being  filed to  register  an
additional   300,000  shares  of  the   Registrant's   Common  Stock  under  the
Registrant's  Stock Incentive  Plan,  formerly known as the 1994 Stock Incentive
Plan (the "Plan").  The increase in available shares,  the change in the name of
the  Plan  and  certain  other  amendments  to the  Plan  were  approved  by the
Registrant's  stockholders  at the  Registrant's  annual meeting held on May 21,
2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 8.  EXHIBITS.

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

      Exhibit No.                               Description
      -----------                               -----------

         5.1             Opinion of Paul A. McGrath, Esq. regarding the legality
                         of the securities registered hereunder.

         23.1            Consent of PricewaterhouseCoopers LLP.

         23.2            Consent  of  Paul  A. McGrath, Esq. (included  in   the
                         Opinion filed as Exhibit 5.1).

                                      II-1
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in Bridgeville,  Pennsylvania,  on this 19th day of September,
2002.

                                    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 of the undersigned directors
and officers of Universal  Stainless & Alloy Products,  Inc. hereby  constitutes
and appoints  Clarence M.  McAninch and Paul A. McGrath,  and each of them,  his
true and lawful attorneys-in-fact and agents, for him and in his name, place and
stead,  in any  and all  capacities,  to sign  one or  more  amendments  to this
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
including post-effective amendments and other related documents, and to file the
same with the Securities and Exchange Commission under said Act, hereby granting
power and authority to do and perform any and all acts and things  requisite and
necessary to be done in and about the  premises,  as fully as to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact  and agents may  lawfully do or cause to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:
Signature                         Capacity                            Date
       ---------                         --------                            ----
/s/ Clarence M. McAninch     President, Chief Executive Officer        September 19, 2002
-------------------------    and Director (Principal Executive
Clarence M. McAninch         Officer)

/s/ Richard M. Ubinger       Vice President of Finance and Chief       September 19, 2002
-------------------------    Financial Officer (Principal
Richard M. Ubinger           Financial and Accounting Officer)

/s/ Douglas M. Dunn          Director                                  September 19, 2002
-------------------------
Douglas M. Dunn

/s/ George F. Keane          Director                                  September 19, 2002
-------------------------
George F. Keane

/s/ Udi Toledano             Director                                  September 19, 2002
-------------------------
Udi Toledano
II-2
EXHIBIT INDEX
Exhibit No.                         Description                              Sequential Page Number
  -----------                         -----------                              ----------------------
5.1       Opinion of Paul A. McGrath, Esq. regarding the legality of                 6
               the securities registered hereunder.

     23.1      Consent of PricewaterhouseCoopers LLP, independent                         7
               accountants.

     23.2      Consent of Paul A. McGrath, Esq. (included in the Opinion                  6
               filed as Exhibit 5.1).
II-3