<PAGE> 1
       As  filed  with  the  Securities and Exchange Commission on September 2,
1998
<TABLE>
<CAPTION>
<S>                                     <C>                 <C>
                                                            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)
                                  -------------------

       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. 1994 STOCK OPTION PLAN FOR KEY EMPLOYEES

                               (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>

                            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           1,250,000           $8.00                 $10,000,000      $2,950.00
===============================================================================================
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 
high and low sale price for the Common Stock as reported on the Nasdaq National
Market on August 26, 1998.
===============================================================================================
</TABLE>

<PAGE> 2

          The contents of the Registrant's Form S-8 Registration Statements
Nos. 33-94546,  333-07199,  and  333-52589  as filed with the Commission on
July  13,  1995,  June 28, 1996, and May 13, 1998,  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 Louisville, State of
Kentucky, on the 25th day of August, 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       August 25, 1998
Jeffrey T. Gill                Officer and Director


/S/ DAVID D. JOHNSON           Vice President, Treasurer        August 25, 1998
David D. Johnson               and Chief Financial Officer
                               (Principal Financial Officer)

/S/ ANTHONY C. ALLEN           Vice President, Controller       August 25, 1998
Anthony C. Allen               and Assistant Secretary
                               (Principal Accounting Officer)

                                       4

<PAGE> 5

/S/ ROBERT E. GILL             Chairman of the Board            August 25, 1998
Robert E. Gill                 and Director


/S/ R. SCOTT GILL              Director                         August 25, 1998
R. Scott Gill


/S/ HENRY F. FRIGON            Director                         August 25, 1998
Henry F. Frigon


/S/ WILLIAM L. HEALEY          Director                         August 25, 1998
William L. Healey


/S/ ROGER W. JOHNSON           Director                         August 25, 1998
Roger W. Johnson


/S/ SIDNEY R. PETERSEN         Director                         August 25, 1998
Sidney R. Petersen


/S/ ROBERT SROKA               Director                         August 25, 1998
Robert Sroka

<PAGE> 6

                         INDEX TO EXHIBITS


EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT                                PAGE

4              Sypris Solutions, Inc. 1994 Stock Option Plan for Key
               Employees Adopted on October 27, 1994, as Amended
               and Restated Effective July 1, 1998.                          7

5              Opinion of Wyatt, Tarrant & Combs.                           16

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

23(b)          Consent of Ernst & Young LLP.                                18

24             Power of Attorney (precedes signatures).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8200}]
{"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": "333-62781", "film-number": "98703360"}, "business-address": {"street1": "455 SOUTH FOURTH AVE", "city": "LOUISVILLE", "state": "KY", "zip": "40202", "phone": "5025855544"}, "mail-address": {"street1": "455 SOUTH FOURTH AVE", "street2": "10901 MALCOLM MCKINLEY DRIVE", "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 September 2,
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. 1994 STOCK OPTION PLAN FOR KEY EMPLOYEES

                               (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
Fee
---------------------------------------------------------------------------------------------
Common Stock
$.01 par value           1,250,000           $8.00                 $10,000,000      $2,950.00
===============================================================================================
FN
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 
high and low sale price for the Common Stock as reported on the Nasdaq National
Market on August 26, 1998.
===============================================================================================
2

          The contents of the Registrant's Form S-8 Registration Statements
Nos. 33-94546,  333-07199,  and  333-52589  as filed with the Commission on
July  13,  1995,  June 28, 1996, and May 13, 1998,  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 Louisville, State of
Kentucky, on the 25th day of August, 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       August 25, 1998
Jeffrey T. Gill                Officer and Director

/S/ DAVID D. JOHNSON           Vice President, Treasurer        August 25, 1998
David D. Johnson               and Chief Financial Officer
                               (Principal Financial Officer)

/S/ ANTHONY C. ALLEN           Vice President, Controller       August 25, 1998
Anthony C. Allen               and Assistant Secretary
                               (Principal Accounting Officer)

                                       4
5

/S/ ROBERT E. GILL             Chairman of the Board            August 25, 1998
Robert E. Gill                 and Director

/S/ R. SCOTT GILL              Director                         August 25, 1998
R. Scott Gill

/S/ HENRY F. FRIGON            Director                         August 25, 1998
Henry F. Frigon

/S/ WILLIAM L. HEALEY          Director                         August 25, 1998
William L. Healey

/S/ ROGER W. JOHNSON           Director                         August 25, 1998
Roger W. Johnson

/S/ SIDNEY R. PETERSEN         Director                         August 25, 1998
Sidney R. Petersen

/S/ ROBERT SROKA               Director                         August 25, 1998
Robert Sroka
6

                         INDEX TO EXHIBITS

EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT                                PAGE

4              Sypris Solutions, Inc. 1994 Stock Option Plan for Key
               Employees Adopted on October 27, 1994, as Amended
               and Restated Effective July 1, 1998.                          7

5              Opinion of Wyatt, Tarrant & Combs.                           16

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

23(b)          Consent of Ernst & Young LLP.                                18

24             Power of Attorney (precedes signatures).