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

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                   UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    913837100
                                 (CUSIP Number)

Alan S. Parsow          with a copy to                       David L. Hefflinger
General Partner                                           McGrath, North, Mullin
P. O. Box 818                                                      & Kratz, P.C.
Elkhorn, NE 68022                                    1400 One Central Park Plaza
(402) 289-3217                                                   Omaha, NE 68102
                                                                  (402) 341-3070

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 October 4, 2000
             (Date of Event which Required Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g) check the following box
[ ].

* 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.






CUSIP NO. 913837100              13D                           Page 2 of 3 Pages

1.    Name of Reporting Person
      SS or IRS Identification Number of Above Person

      Elkhorn Partners Limited Partnership / 47-0721875

2.    Check the Appropriate Box if a Member of a Group

      /X/  (a)                   / /  (b)

3.    SEC Use Only

4.    Source of Funds

      WC

5.    Check Box if Disclosure of Legal Proceedings is Required
      Pursuant to Items 2(d) or 2(e)

      / /

6.    Citizenship or Place of Organization

      Nebraska

                                      7. Sole Voting Power

                                           550,300 Shares
      Number of
      Shares                          8. Shared Voting Power
      Beneficially
      Owned by                             0
      Reporting
      Person                          9. Sole Dispositive Power
      With
                                           550,300 Shares

                                     10.  Shared Dispositive Power

                                           0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person

      550,300 Shares

12.   Check Box if Aggregate Amount in Row 11 Excludes Certain Shares

      / /

13.   Percent of Class Represented by Amount in Row 11

      Approximately 9.1% of voting securities

14.   Type of Reporting Person

      PN



CUSIP NO. 913837100              13D                           Page 3 of 3 Pages


     Elkhorn  Partners  Limited  Partnership  makes this filing to amend certain
information previously reported by Parsow Partnership, Ltd. and Elkhorn Partners
Limited  Partnership.  Parsow Partnership,  Ltd.  liquidated  effective June 30,
2000.  Former  partners of Parsow  Partnership,  Ltd. became partners in Elkhorn
Partners  Limited  Partnership.  The  shares  of  UNIVERSAL  STAINLESS  &  ALLOY
PRODUCTS,   INC.   ("UNIVERSAL")   common  stock   previously  owned  by  Parsow
Partnership, Ltd. were transferred to Elkhorn Partners Limited Partnership. This
filing  constitutes  Amendment No. 3 to the Schedule 13D of Parsow  Partnership,
Ltd.  and  Elkhorn  Partners  Limited  Partnership.   Elkhorn  Partners  Limited
Partnership  amends such prior  schedule  13D reports with respect to the common
stock of UNIVERSAL by adding the following information to the item indicated:

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         (a)(b) As of October 4, 2000, Elkhorn Partners Limited Partnership owns
550,300  shares of  UNIVERSAL  common  stock.  The  UNIVERSAL  Form 10-Q for the
quarter  ended June 30,  2000  reported  that there were  outstanding  6,072,564
shares of UNIVERSAL  common  stock as of August 11, 2000.  Based on this number,
Elkhorn Partners Limited  Partnership owns  approximately  9.1% of the UNIVERSAL
common stock.

         (c)  During  the past 60 days,  Elkhorn  Partners  Limited  Partnership
purchased 34,200 shares of UNIVERSAL common stock, in open market  transactions,
at prices ranging from $6.78 to $7.0625 per share.

                                    SIGNATURE

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

     DATED: October 5, 2000

Elkhorn Partners
Limited Partnership

By    /s/  Alan S. Parsow
     Alan S. Parsow
     General Partner