<PAGE>  1
<TABLE>
<CAPTION
<S>    <C>                                      <C>      
       As  filed  with  the  Securities and Exchange Commission on May 13, 1998

                                                            Registration No. 333-


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


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                  -------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                         Under
                              The Securities Act of 1933
                                  -------------------
                                SYPRIS SOLUTIONS, INC.
                (Exact name of Registrant as specified in its charter)
                                  -------------------

<TABLE>
<CAPTION>
<S>                         <C>            <C>
      Delaware                                                61-1321992
----------------------------                ----------------------------------------
(State of incorporation)                      (I.R.S. Employer Identification No.)

                                455 South Fourth Street
                              Louisville, Kentucky 40202
      (Address, including zip code, of Registrant's principal executive offices)
                                  -------------------
            SYPRIS SOLUTIONS, INC. INDEPENDENT DIRECTORS' STOCK OPTION PLAN

(FORMERLY GROUP TECHNOLOGIES CORPORATION INDEPENDENT DIRECTORS' STOCK OPTION PLAN)

</TABLE>

                               (Full title of the plan)
                                  -------------------
                                    JEFFREY T. GILL
                         President and Chief Executive Officer
                                Sypris Solutions, Inc.
                                455 South Fourth Street
                              Louisville, Kentucky  40202
                                    (502) 585-5544
   (Name,  address,  and  telephone  number, including area code, of agent  for
service)
                                  -------------------
                                      Copies to:
                                 ROBERT A. HEATH, ESQ.
                                Wyatt, Tarrant & Combs
                                  2800 Citizens Plaza
                              Louisville, Kentucky  40202
                                    (502) 589-5235

<TABLE>
<CAPTION>
<S>           <C>           <C>                <C>

                            CALCULATION OF REGISTRATION FEE
===============================================================================================
                                          Proposed Maximum     Proposed Maximum   Amount of
Title of Securities     Amount to be      Offering Price      Aggregate Offering  Registration
 to be Registered        Registered          Per Share             Price(F1)          Fee
-----------------------------------------------------------------------------------------------
Common Stock 
$.01 par value            175,000           $10.3125              $1,804,688        $532.38

===============================================================================================
<FN>

(F1)   Calculated  in  accordance  with  Rule  457(c) solely for the purpose of
computing the amount of the registration fee based upon the average of the  bid
and asked price for the Common Stock as reported  on the Nasdaq National Market
on May 11, 1998.
===============================================================================================

<PAGE>  2

          The contents of the Registrant's Form S-8 Registration Statements
Nos. 33-94544 and 333-07195, as filed with the Commission  on July 13, 1995
and  June  28,  1996,  respectively,  and  the  Registrant's Post-Effective
Amendment  No. 1 to Form S-8 Registration Statements  Nos.  33-94546,  333-
07195, 33-94544,  333-07199  and 333-07111, as filed with the Commission on
May 13, 1998 are incorporated herein by reference.

                                       2

<PAGE>  3
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.   EXHIBITS.

          See Index to Exhibits on page 6.

                                       3

<PAGE>  4
                            SIGNATURES

THE REGISTRANT.  Pursuant to the  requirements  of  the  Securities  Act of
1933,  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 the City of Littleton, State of
Colorado, on the 21st day of April 1998.

                                   SYPRIS SOLUTIONS, INC.

                                   By:/S/ JEFFREY T. GILL
                                      Jeffrey T. Gill
                                      President and Chief Executive Officer


                        POWERS OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person  whose signature
appears  below constitutes and appoints Jeffrey T. Gill, David  D.  Johnson
and Anthony  C.  Allen  as  his true and lawful attorney-in-fact and agent,
with full power of substitution,  for him and in his name, place and stead,
in  any  and all capacities, to sign  any  and  all  amendments  and  post-
effective  amendments  to this Registration Statement, and to file the same
with all exhibits thereto,  granting  unto  said attorney-in-fact and agent
full power and authority to do and perform each  and  every  act  and thing
requisite and necessary to be done, as fully to all intents and purposes as
he  might  or could do in person, hereby ratifying and confirming all  that
said attorney-in-fact  and  agent  may  lawfully  do or cause to be done by
virtue thereof.

          Pursuant to the requirements of the Securities  Act of 1933, this
Registration  Statement  has  been signed by the following persons  in  the
capacities indicated and on the dates indicated.

     SIGNATURES                    TITLE                              DATE



/S/ JEFFREY T. GILL          President, Chief Executive          April 21, 1998
Jeffrey T. Gill              Officer and Director


/S/ DAVID D. JOHNSON         Vice President, Treasurer           April 21, 1998
David D. Johnson             and Chief Financial Officer
                             (Principal Financial Officer)

/S/ ANTHONY C. ALLEN         Vice President, Controller          April 21, 1998
Anthony C. Allen             and Assistant Secretary
                             (Principal Accounting Officer)

<PAGE>  5

/S/ ROBERT E. GILL           Chairman of the Board               April 21, 1998
Robert E. Gill               and Director


                             Senior Vice President, Secretary    April __, 1998
R. Scott Gill                and Director


/S/ HENRY F. FRIGON          Director                            April 21, 1998
Henry F. Frigon


/S/ WILLIAM L. HEALEY        Director                            April 21, 1998
William L. Healey


/S/ ROGER W. JOHNSON         Director                            April 21, 1998
Roger W. Johnson


/S/ SIDNEY R. PETERSEN       Director                            April 21, 1998
Sidney R. Petersen


/S/ ROBERT SROKA             Director                            April 21, 1998
Robert Sroka

<PAGE>  6

                         INDEX TO EXHIBITS


EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT                                PAGE

5              Opinion of Wyatt, Tarrant & Combs.                           7

23(a)          Consent of Wyatt, Tarrant & Combs (contained in Exhibit 5).  7

23(b)          Consent of Ernst & Young LLP.                                9

24             Power of Attorney (precedes signatures).



</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8080}]
{"company-data": {"conformed-name": "SYPRIS SOLUTIONS INC", "cik": "0000864240", "assigned-sic": "3672", "irs-number": "611321992", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52593", "film-number": "98619041"}, "business-address": {"street1": "455 SOUTH FOURTH AVE", "city": "LOUISVILLE", "state": "KY", "zip": "40202", "phone": "5025855544"}, "mail-address": {"street1": "455 SOUTH FOURTH AVE", "city": "LOUISVILLE", "state": "KY", "zip": "40202"}, "former-company": {"former-conformed-name": "GROUP TECHNOLOGIES CORP", "date-changed": "19940314"}}
1
As  filed  with  the  Securities and Exchange Commission on May 13, 1998

                                                            Registration No. 333-

=============================================================================================
SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                  -------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                         Under
                              The Securities Act of 1933
                                  -------------------
                                SYPRIS SOLUTIONS, INC.
                (Exact name of Registrant as specified in its charter)
                                  -------------------
Delaware                                                61-1321992
----------------------------                ----------------------------------------
(State of incorporation)                      (I.R.S. Employer Identification No.)

                                455 South Fourth Street
                              Louisville, Kentucky 40202
      (Address, including zip code, of Registrant's principal executive offices)
                                  -------------------
            SYPRIS SOLUTIONS, INC. INDEPENDENT DIRECTORS' STOCK OPTION PLAN

(FORMERLY GROUP TECHNOLOGIES CORPORATION INDEPENDENT DIRECTORS' STOCK OPTION PLAN)
(Full title of the plan)
                                  -------------------
                                    JEFFREY T. GILL
                         President and Chief Executive Officer
                                Sypris Solutions, Inc.
                                455 South Fourth Street
                              Louisville, Kentucky  40202
                                    (502) 585-5544
   (Name,  address,  and  telephone  number, including area code, of agent  for
service)
                                  -------------------
                                      Copies to:
                                 ROBERT A. HEATH, ESQ.
                                Wyatt, Tarrant & Combs
                                  2800 Citizens Plaza
                              Louisville, Kentucky  40202
                                    (502) 589-5235
CALCULATION OF REGISTRATION FEE
===============================================================================================
                                          Proposed Maximum     Proposed Maximum   Amount of
Title of Securities     Amount to be      Offering Price      Aggregate Offering  Registration
 to be Registered        Registered          Per Share             Price(F1)          Fee
-----------------------------------------------------------------------------------------------
Common Stock 
$.01 par value            175,000           $10.3125              $1,804,688        $532.38

===============================================================================================
(F1)   Calculated  in  accordance  with  Rule  457(c) solely for the purpose of
computing the amount of the registration fee based upon the average of the  bid
and asked price for the Common Stock as reported  on the Nasdaq National Market
on May 11, 1998.
===============================================================================================
2

          The contents of the Registrant's Form S-8 Registration Statements
Nos. 33-94544 and 333-07195, as filed with the Commission  on July 13, 1995
and  June  28,  1996,  respectively,  and  the  Registrant's Post-Effective
Amendment  No. 1 to Form S-8 Registration Statements  Nos.  33-94546,  333-
07195, 33-94544,  333-07199  and 333-07111, as filed with the Commission on
May 13, 1998 are incorporated herein by reference.

                                       2
3
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.   EXHIBITS.

          See Index to Exhibits on page 6.

                                       3
4
                            SIGNATURES

THE REGISTRANT.  Pursuant to the  requirements  of  the  Securities  Act of
1933,  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 the City of Littleton, State of
Colorado, on the 21st day of April 1998.

                                   SYPRIS SOLUTIONS, INC.

                                   By:/S/ JEFFREY T. GILL
                                      Jeffrey T. Gill
                                      President and Chief Executive Officer

                        POWERS OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person  whose signature
appears  below constitutes and appoints Jeffrey T. Gill, David  D.  Johnson
and Anthony  C.  Allen  as  his true and lawful attorney-in-fact and agent,
with full power of substitution,  for him and in his name, place and stead,
in  any  and all capacities, to sign  any  and  all  amendments  and  post-
effective  amendments  to this Registration Statement, and to file the same
with all exhibits thereto,  granting  unto  said attorney-in-fact and agent
full power and authority to do and perform each  and  every  act  and thing
requisite and necessary to be done, as fully to all intents and purposes as
he  might  or could do in person, hereby ratifying and confirming all  that
said attorney-in-fact  and  agent  may  lawfully  do or cause to be done by
virtue thereof.

          Pursuant to the requirements of the Securities  Act of 1933, this
Registration  Statement  has  been signed by the following persons  in  the
capacities indicated and on the dates indicated.

     SIGNATURES                    TITLE                              DATE

/S/ JEFFREY T. GILL          President, Chief Executive          April 21, 1998
Jeffrey T. Gill              Officer and Director

/S/ DAVID D. JOHNSON         Vice President, Treasurer           April 21, 1998
David D. Johnson             and Chief Financial Officer
                             (Principal Financial Officer)

/S/ ANTHONY C. ALLEN         Vice President, Controller          April 21, 1998
Anthony C. Allen             and Assistant Secretary
                             (Principal Accounting Officer)
5

/S/ ROBERT E. GILL           Chairman of the Board               April 21, 1998
Robert E. Gill               and Director

                             Senior Vice President, Secretary    April __, 1998
R. Scott Gill                and Director

/S/ HENRY F. FRIGON          Director                            April 21, 1998
Henry F. Frigon

/S/ WILLIAM L. HEALEY        Director                            April 21, 1998
William L. Healey

/S/ ROGER W. JOHNSON         Director                            April 21, 1998
Roger W. Johnson

/S/ SIDNEY R. PETERSEN       Director                            April 21, 1998
Sidney R. Petersen

/S/ ROBERT SROKA             Director                            April 21, 1998
Robert Sroka
6

                         INDEX TO EXHIBITS

EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT                                PAGE

5              Opinion of Wyatt, Tarrant & Combs.                           7

23(a)          Consent of Wyatt, Tarrant & Combs (contained in Exhibit 5).  7

23(b)          Consent of Ernst & Young LLP.                                9

24             Power of Attorney (precedes signatures).