UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                   Universal Stainless & Alloy Products, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
-------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    913837100
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                 April 29, 2002
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[   ]    Rule 13d-1(b)

[ X ]    Rule 13d-1(c)

[   ]    Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

Page 1 of 10 Pages



CUSIP No. 913837100                                          Page 2 of 10 pages
          ---------

1      NAMES OF REPORTING PERSONS...........The Pabrai Investment Fund 2, L.P.*
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)


2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a) [ ]
                                                                        (b) [X]

3      SEC USE ONLY

4      CITIZENSHIP OR PLACE OF ORGANIZATION.......................     Illinois

                  5    SOLE VOTING POWER
                       191,520 (See Items 4 and 8)
  NUMBER OF
   SHARES         6    SHARED VOTING POWER
BENEFICIALLY           297,794 (See Items 4 and 8)
  OWNED BY
    EACH          7    SOLE DISPOSITIVE POWER
 REPORTING             191,520 (See Items 4 and 8)
   PERSON
    WITH          8    SHARED DISPOSITIVE POWER
                       297,794 (See Items 4 and 8)

9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY
        EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)

10     CHECK IF THE AGGREGATE AMOUNT IN ROW (9)                     See Item 4
        EXCLUDES CERTAIN SHARES                                            [X]

11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)...............   4.7%

12     TYPE OF REPORTING PERSON........................................    PN

     * The Pabrai  Investment  Fund I, L.P.,  an  Illinois  limited  partnership
("Fund I"),  has been merged  with and into The Pabrai  Investment  Fund 2, L.P.
("Fund II"),  including a transfer of all shares of Common Stock previously held
by Fund I to Fund II.




CUSIP No. 913837100                                          Page 3 of 10 pages
          ---------

1      NAMES OF REPORTING PERSONS..........Leeds Pabrai Investment Fund I, L.P.
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)


2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a) [ ]
                                                                        (b) [X]

3      SEC USE ONLY

4      CITIZENSHIP OR PLACE OF ORGANIZATION.......................     Illinois

                  5    SOLE VOTING POWER
                       26,000
  NUMBER OF
   SHARES         6    SHARED VOTING POWER
BENEFICIALLY           297,794 (See Items 4 and 8)
  OWNED BY
    EACH          7    SOLE DISPOSITIVE POWER
 REPORTING             26,000
   PERSON
    WITH          8    SHARED DISPOSITIVE POWER
                       297,794 (See Items 4 and 8)

9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY
        EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)

10     CHECK IF THE AGGREGATE AMOUNT IN ROW (9)                     See Item 4
        EXCLUDES CERTAIN SHARES                                            [X]

11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)...............   4.7%

12     TYPE OF REPORTING PERSON........................................    PN



CUSIP No. 913837100                                          Page 4 of 10 pages
          ---------

1      NAMES OF REPORTING PERSONS............... Pabrai Investment Fund 3, Ltd.
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)


2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a) [ ]
                                                                        (b) [X]

3      SEC USE ONLY

4      CITIZENSHIP OR PLACE OF ORGANIZATION............. British Virgin Islands

                  5    SOLE VOTING POWER
                       31,000
  NUMBER OF
   SHARES         6    SHARED VOTING POWER
BENEFICIALLY           297,794 (See Items 4 and 8)
  OWNED BY
    EACH          7    SOLE DISPOSITIVE POWER
 REPORTING             31,000
   PERSON
    WITH          8    SHARED DISPOSITIVE POWER
                       297,794 (See Items 4 and 8)

9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY
        EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)

10     CHECK IF THE AGGREGATE AMOUNT IN ROW (9)                     See Item 4
        EXCLUDES CERTAIN SHARES                                            [X]

11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)...............   4.7%

12     TYPE OF REPORTING PERSON........................................    CO


CUSIP No. 913837100                                          Page 5 of 10 pages
          ---------

1      NAMES OF REPORTING PERSONS..............Mohnish Pabrai & Harina Kapoor**
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)


2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a) [ ]
                                                                        (b) [X]

3      SEC USE ONLY

4      CITIZENSHIP OR PLACE OF ORGANIZATION.......     United States and India*

                  5    SOLE VOTING POWER
                       48,136
  NUMBER OF
   SHARES         6    SHARED VOTING POWER
BENEFICIALLY           297,794 (See Items 4 and 8)
  OWNED BY
    EACH          7    SOLE DISPOSITIVE POWER
 REPORTING             48,136
   PERSON
    WITH          8    SHARED DISPOSITIVE POWER
                       297,794 (See Items 4 and 8)

9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY
        EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)

10     CHECK IF THE AGGREGATE AMOUNT IN ROW (9)                     See Item 4
        EXCLUDES CERTAIN SHARES                                            [X]

11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)...............   4.7%

12     TYPE OF REPORTING PERSON........................................    OO*

     ** Mohnish Pabrai (a United States citizen) and Harina Kapoor (a United
States citizen) own shares pursuant to a joint tenancy with rights of
survivorship.



CUSIP No. 913837100                                        Page 6 of 10 pages
          ---------

1      NAMES OF REPORTING PERSONS............................Mohnish Pabrai***
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)


2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a) [ ]
                                                                        (b) [X]

3      SEC USE ONLY

4      CITIZENSHIP OR PLACE OF ORGANIZATION.....................  United States

                  5    SOLE VOTING POWER
                       1,138
  NUMBER OF
   SHARES         6    SHARED VOTING POWER
BENEFICIALLY           297,794 (See Items 4 and 8)
  OWNED BY
    EACH          7    SOLE DISPOSITIVE POWER
 REPORTING             1,138
   PERSON
    WITH          8    SHARED DISPOSITIVE POWER
                       297,794 (See Items 4 and 8)

9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY
        EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)

10     CHECK IF THE AGGREGATE AMOUNT IN ROW (9)                     See Item 4
        EXCLUDES CERTAIN SHARES                                            [X]

11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)...............   4.7%

12     TYPE OF REPORTING PERSON........................................    IN*

     *** Mohnish Pabrai beneficially owns 726 shares which are held of record by
IRA FBO  Mohnish  Pabrai and 412 shares  which are held of record by SEP-IRA FBO
Mohnish  Pabrai (IRA  accounts for his benefit over which he has sole voting and
dispositive power).


CUSIP No. 913837100                                        Page 7 of 10 pages
          ---------

                                EXPLANATORY NOTE


Item 1.

(a) Name of Issuer:                   Universal Stainless & Alloy Products, Inc.

(b) Address of Issuer's Principal Executive Offices:

                                      600 Mayer Street
                                      Bridgeville, Pennsylvania 15017

Item 2.

(a) Name of Person Filing:

This Schedule 13G is filed on behalf of The Pabrai  Investment  Fund 2, L.P. and
Leeds Pabrai  Investment Fund I, L.P., each of the foregoing an Illinois limited
partnership (the "LP Funds"),  Pabrai  Investment Fund 3, Ltd., a British Virgin
Islands  corporation,  Mohnish  Pabrai & Harina  Kapoor,  as joint  tenants with
rights  of  survivorship,  and  Mohnish  Pabrai  (collectively,  the  "Reporting
Persons"),  pursuant to a Joint  Reporting  Agreement  dated  February 11, 2003,
which is being filed as Exhibit A to this Schedule 13G/A. The General Partner of
each of the LP Funds is Dalal Street, Inc., an Illinois corporation,  whose sole
shareholder and Chief Executive Officer is Mohnish Pabrai. Dalal Street, Inc. is
also the sole  Investment  Manager  of Pabrai  Investment  Fund 3, Ltd.  Mohnish
Pabrai is also a shareholder and the President of Pabrai Investment Fund 3, Ltd.

(b) Address of Principal Business Office or, if none, Residence: The address for
each of the Reporting Persons is:

                                      1350 Busch Parkway
                                      Buffalo Grove, IL  60089-4505

(c) Citizenship:

Each of the LP Funds is an Illinois limited partnership.  Pabrai Investment Fund
3, Ltd. is a British  Virgin  Islands  corporation.  Mohnish  Pabrai is a United
States citizen and his wife, Harina Kapoor, is also a United States citizen.

(d)     Title of Class of Securities: Common Stock, par value $.001 per share.

(e) CUSIP Number:                     913837100

Item 3.

               Not applicable.


CUSIP No. 913837100                                        Page 8 of 10 pages
          ---------

Item 4.        Ownership

(a) and (b).

This  Schedule 13G shall not be construed  as an  admission  that any  Reporting
Person is,  either for purposes of Section 13(d) or 13(g) of the Exchange Act of
1934, as amended (the "Act") or for other purposes,  is the beneficial  owner of
any securities covered by this statement. By virtue of the relationships between
and among (i) Dalal  Street,  Inc. in its  capacity  as the General  Partner and
Investment  Manager  of the  LP  Funds  and  Pabrai  Investment  Fund  3,  Ltd.,
respectively, (ii) Mohnish Pabrai, in his capacity as sole shareholder and Chief
Executive Officer of Dalal Street,  Inc. and (iii) the other Reporting  Persons,
as further  described in Item 2(a), each of the Reporting  Persons may be deemed
to be the  beneficial  owner of all or a portion of the  shares of Common  Stock
held by the other Reporting Persons.  Because of the relationships  described in
Item 2(a),  the Reporting  Persons may be deemed to constitute a "group"  within
the meaning of Rule 13d-5 under the Act,  and as such,  each member of the group
would be deemed to beneficially own, in the aggregate,  all the shares of Common
Stock held by members of the group. The Reporting Persons disclaim membership in
a group and disclaim  beneficial  ownership of any of the shares of Common Stock
except as follows.

                                             Common Stock
Reporting Person                       Beneficially Owned      % of Class (++)
----------------                       ------------------      ---------------

The Pabrai Investment Fund 2, L.P.               191,520                3.0%

Pabrai Investment Fund 3, Ltd.                    31,000                0.5%

Leeds Pabrai Investment Fund I, L.P.              26,000                0.4%

Mohnish Pabrai & Harina Kapoor,
   as joint tenants with rights                   48,136                0.8%
   of survivorship

Mohnish Pabrai                                      1138      Less than 0.1%


++ All  percentages  in this table are based on the  6,280,536  shares of Common
Stock of Universal Stainless & Alloy Products, Inc. issued and outstanding as of
November 14, 2002, as reported in the Form 10-Q for the  quarterly  period ended
September 30, 2002 filed by Universal Stainless & Alloy Products,  Inc. with the
Securities and Exchange Commission on November 14, 2002.

(c) Dalal Street,  Inc. and Mohnish  Pabrai,  in his capacity as Chief Executive
Officer of Dalal Street, Inc., have the sole power to vote or to direct the vote
and the sole  power to dispose  or to direct  the  disposition  of the shares of
Common  Stock set  forth  opposite  the name of each of the LP Funds and  Pabrai
Investment  Fund 3, Ltd. in the table  above.  Dalal  Street,  Inc.  and Mohnish
Pabrai disclaim  beneficial  ownership of any such shares of Common Stock except
to the extent of their pecuniary  interest  therein,  if any.



CUSIP No. 913837100                                        Page 9 of 10 pages
          ---------

Mohnish  Pabrai and Harina  Kapoor share the power to vote or to direct the vote
and the power to dispose or to direct  the  disposition  of the shares of Common
Stock set forth opposite their names in the table above.  Mohnish Pabrai has the
sole  power to vote or direct the vote and the power to dispose or to direct the
disposition  of the shares of Common  Stock set forth  opposite  his name in the
table above.

Item 5.        Ownership of Five Percent or Less of a Class

               The Reporting Persons have ceased to be the beneficial owner of
more than five percent of the Common Stock of the Issuer.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person

               Not applicable.

Item 7.        Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company

               Not applicable.

Item 8.        Identification and Classification of Members of the Group

               This  Schedule  13G is  being  filed  jointly  pursuant  to  Rule
13d-1(k). As a result of the relationships among the Reporting Persons described
herein, some or all of the Reporting Persons may be deemed to comprise a "group"
within  the  meaning  of  Section  13 of  the  Act  and  the  Rules  promulgated
thereunder. However, the Reporting Persons deny such group status.

Item 9.        Notice of Dissolution of Group

               Not applicable.

Item 10.       Certification

               By signing below I certify that, to the  best of my knowledge and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.



CUSIP No. 913837100                                        Page 10 of 10 pages
          ---------
                                   SIGNATURES

               After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.



Dated:  February 11, 2003

THE PABRAI INVESTMENT FUND 2, L.P.

         By:  Dalal Street, Inc., Its General Partner

                  By:  /s/ Mohnish Pabrai
                       Mohnish Pabrai, Chief Executive Officer

LEEDS PABRAI INVESTMENT FUND I, L.P.

         By:  Dalal Street, Inc., Its General Partner

                  By:  /s/ Mohnish Pabrai
                       Mohnish Pabrai, Chief Executive Officer

PABRAI INVESTMENT FUND 3, LTD.

         By:  /s/ Mohnish Pabrai
              Mohnish Pabrai, President

MOHNISH PABRAI AND HARINA KAPOOR, as Joint Tenants

         /s/ Mohnish Pabrai
         Mohnish Pabrai

         /s/ Harina Kapoor
         Harina Kapoor


/s/ Mohnish Pabrai
Mohnish Pabrai




                                  EXHIBIT INDEX



EXHIBIT            DESCRIPTION
--------------------------------------------------------------------------------
EXHIBIT A          JOINT REPORTING AGREEMENT




                                    EXHIBIT A

                            JOINT REPORTING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule
13G filed on or about this date with respect to the beneficial ownership of the
undersigned of shares of Common Stock of Universal Stainless & Alloy Products,
Inc. is being filed on behalf of each of the parties named below.

Dated:  February 11, 2003

THE PABRAI INVESTMENT FUND 2, L.P.

         By:  Dalal Street, Inc., Its General Partner

                  By:  /s/ Mohnish Pabrai
                       Mohnish Pabrai, Chief Executive Officer

LEEDS PABRAI INVESTMENT FUND I, L.P.

         By:  Dalal Street, Inc., Its General Partner

                  By:  /s/ Mohnish Pabrai
                       Mohnish Pabrai, Chief Executive Officer

PABRAI INVESTMENT FUND 3, LTD.

         By:  /s/ Mohnish Pabrai
              Mohnish Pabrai, President

MOHNISH PABRAI AND HARINA KAPOOR, as Joint Tenants

         /s/ Mohnish Pabrai
         Mohnish Pabrai

         /s/ Harina Kapoor
         Harina Kapoor

/s/ Mohnish Pabrai
Mohnish Pabrai