SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                              (Amendment No. 1)(1)


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


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


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


                                December 31, 2003
--------------------------------------------------------------------------------
             (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)


----------
(1)  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 the disclosures provided in a prior cover page.

     The  information  required in 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 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).



CUSIP No. 913837100
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Alan Fournier
     c/o Pennant Capital Management, LLC

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     623,190

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     623,190

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     623,190

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     9.9%

12.  TYPE OF REPORTING PERSON*

     IN

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



CUSIP No. 913837100
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Pennant Capital Management, LLC

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

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     623,190

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     623,190

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     623,190

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     9.9%

12.  TYPE OF REPORTING PERSON*

     OO

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



CUSIP No. 913837100
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Pennant Offshore Partners, Ltd.

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

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     360,890

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     360,890

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     360,890

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     5.7%

12.  TYPE OF REPORTING PERSON*

     CO

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



CUSIP No. 913837100
          ---------

Item 1(a).  Name of Issuer:

            Universal Stainless & Alloy Products, Inc. (USAP)
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            600 Mayer Street
            Bridgeville, Pennsylvania 15107
            --------------------------------------------------------------------

Item 2(a).  Name of Person Filing:

            Alan Fournier c/o Pennant Capital Management, LLC
            Pennant Capital Management, LLC
            Pennant Offshore Partners, Ltd.
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            Alan Fournier
            c/o Pennant Capital Management, LLC
            40 Main Street
            Chatham, NJ 07928

            Pennant Capital Management, LLC
            40 Main Street
            Chatham, NJ 07928

            Pennant Offshore Partners, Ltd.
            PO Box 30362 SMB
            3rd Floor
            George Town, Grand Cayman
            Cayman Islands, B.W.I.
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Alan Fournier - United States Citizen

            Pennant Capital Management, LLC - Delaware Limited Liability Company

            Pennant Offshore Partners, Ltd.- Cayman Islands Exempted Company
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Common Stock, par value $.001 per share
            -------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            913837100
            --------------------------------------------------------------------

Item 3.     If  This  Statement  is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_] Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_] Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_] Insurance  company as defined in Section  3(a)(19) of the Exchange
              Act.

     (d)  [_] Investment  company  registered  under Section 8 of the Investment
              Company Act.

     (e)  [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_] An employee benefit plan or endowment fund in accordance with Rule
              13d-1(b)(1)(ii)(F);

     (g)  [_] A parent holding company or control person in accordance with Rule
              13d-1(b)(1)(ii)(G);

     (h)  [_] A savings  association  as defined in Section  3(b) of the Federal
              Deposit Insurance Act;

     (i)  [_] A  church  plan  that  is  excluded  from  the  definition  of  an
              investment  company under  Section   3(c)(14)  of  the  Investment
              Company Act;

     (j)  [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.     Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          623,190 shares  beneficially  owned by Alan  Fournier;  623,190 shares
          beneficially owned by Pennant Capital Management,  LLC; 360,890 shares
          beneficially owned by Pennant Offshore Partners, Ltd.

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

     (b)  Percent of class:

          9.9% beneficially  owned by Alan Fournier;  9.9% beneficially owned by
          Pennant Capital  Management,  LLC; 5.7% beneficially  owned by Pennant
          Offshore Partners, Ltd.
          ----------------------------------------------------------------------

     (c)  Number of shares as to which such person has:

          (i) Sole power to vote or to direct the vote
                                      Alan Fournier:                         0
                                      Pennant Capital Management, LLC:       0
                                      Pennant Offshore Partners, Ltd.:       0

         (ii) Shared power to vote or to direct the vote
                                      Alan Fournier:                   623,190
                                      Pennant Capital Management, LLC: 623,190
                                      Pennant Offshore Partners, Ltd.: 360,890

        (iii) Sole power to dispose or to direct the
              disposition of
                                      Alan Fournier:                         0
                                      Pennant Capital Management, LLC:       0
                                      Pennant Offshore Partners, Ltd.:       0

         (iv) Shared power to dispose or to direct the
              disposition of
                                      Alan Fournier:                   623,190
                                      Pennant Capital Management, LLC: 623,190
                                      Pennant Offshore Partners, Ltd.: 360,890

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

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities check the following [ ].

          N/A

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

     If any other  person is known to have the right to  receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

          N/A

Item 7.   Identification  and Classification  of  the Subsidiary  Which Acquired
          the Security  Being  Reported  on by  the  Parent  Holding  Company or
          Control Person.

     If a parent  holding  company  or Control  person has filed this  schedule,
pursuant to Rule  13d-1(b)(1)(ii)(G),  so indicate under Item 3(g) and attach an
exhibit  stating the  identity  and the Item 3  classification  of the  relevant
subsidiary.  If a parent  holding  company  or  control  person  has filed  this
schedule  pursuant to Rule 13d-1(c) or Rule 13d-1(d),  attach an exhibit stating
the identification of the relevant subsidiary.

          N/A

Item 8.   Identification and Classification of Members of the Group.

     If a group has filed this schedule  pursuant to  ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit  stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to  ss.240.13d-1(c) or  ss.240.13d-1(d),  attach an exhibit stating the
identity of each member of the group.

          N/A

Item 9.   Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date  of  the   dissolution  and  that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

          N/A

Item 10.  Certifications.

     By signing below the Reporting  Persons  certify that, to the best of their
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 such purpose or
effect.




                                    SIGNATURE

     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.


                                                      February 10, 2004
                                                      -----------------
                                                            (Date)


                                      PENNANT CAPITAL MANAGEMENT, LLC***

                                      /s/ Alan Fournier
                                      -----------------

                                      By:   Alan Fournier
                                            Managing Member

                                      PENNANT OFFSHORE PARTNERS, LTD.***

                                      /s/ Alan Fournier
                                      -----------------

                                      By:   Alan Fournier
                                            Director

                                      ALAN FOURNIER***

                                      /s/ Alan Fournier
                                      -----------------
                                      Alan Fournier



Note.  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).

*** The Reporting  Persons  specifically  disclaim  beneficial  ownership of the
securities  reported  herein  except to the extent of their  pecuniary  interest
therein.





                                                                       EXHIBIT A

                                    AGREEMENT


     The undersigned agree that this Schedule 13G Amendment No. 1 dated February
10, 2004 relating to the $.001 par value Common Stock of Universal Stainless and
Alloy Products, Inc. shall be filed on behalf of the undersigned.

                                      PENNANT CAPITAL MANAGEMENT, LLC

                                      /s/ Alan Fournier
                                      -----------------

                                      By: Alan Fournier
                                          Managing Member

                                      PENNANT OFFSHORE PARTNERS, LTD.

                                      /s/ Alan Fournier
                                      -----------------

                                      By: Alan Fournier
                                          Director

                                      ALAN FOURNIER

                                      /s/ Alan Fournier
                                      -----------------

                                      Alan Fournier


03461.0004 #462269