SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                                Amendment No. 5*

                             SYPRIS SOLUTIONS, INC.
                                (Name of Issuer)


                          COMMON STOCK, $.01 PAR VALUE
                         (Title of Class of Securities)


                                   871655 106
                                 (CUSIP Number)

                                 Jeffrey T. Gill
                             101 Bullitt Lane, Suite 450
                           Louisville, Kentucky 40222
                                 (502) 329-2000
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)



                               Voluntary Amendment
             (Date of Event Which Requires 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),(f) or (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 (however, see
the Notes).


  2



                     CUSIP NO. - 871655 10 6

(1)      Names of Reporting Persons. . . . . . Jeffrey T. Gill

         S.S. or I.R.S. Nos. of
         Above Persons (entities only) . . . .

(2)      Check the Appropriate Box
         if a Member of a Group
         (See Instructions). . . . . . . . . . (a)
                                               (b)

(3)      SEC Use Only. . . . . . . . . . . . .

(4)      Source of Funds (See Instructions). .  00

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

(6)      Citizenship or Place
         of Organization. . . . . . . . . . . . U.S.

Number of Shares Beneficially
Owned by Each Reporting Person
With:

         (7)      Sole Voting Power. . . . . . . . 2,799,265(1)
         (8)      Shared Voting Power. . . . . . . 3,298,641(1)
         (9)      Sole Dispositive Power . . . . . 2,799,265(1)
         (10)     Shared Dispositive Power . . . . 3,298,641(1)

(11)     Aggregate Amount Beneficially
         Owned by Each Reporting Person . . . .6,097,906(1)

(12)     Check if the Aggregate Amount
         in Row (11) Excludes Certain
         Shares (See Instructions). . . . . . .

(13)     Percent of Class Represented
         by Amount in Row (11)  . . . . . . . .  34.9%

(14)     Type of Reporting Person  . . . . . . .  IN


         (1) See response to Item 5.

                                        2

  3


     THIS AMENDMENT NO. 5 to the Schedule 13D dated April 9, 1998 (the "Schedule
13D"),  as amended by Amendment No. 1 to the Schedule 13D dated January 15, 1999
(the "Amendment No. 1"), as amended by Amendment No. 2 to the Schedule 13D dated
June 11, 1999 (the  "Amendment  No. 2"), as amendmed by  Amendment  No. 3 to the
Schedule 13D dated April 3, 2002 (the "Amendment No. 3"), and Amendment No. 4 to
the Schedule 13D dated April 24, 2002 (the  "Amendment  No. 4") which were filed
with the Securities and Exchange  Commission by the Reporting  Person and relate
to the shares of common  stock  $.01 par value,  of Sypris  Solutions,  Inc.,  a
Delaware  corporation  (the  "Issuer"),  is being filed on a voluntary  basis to
amend Item 5 of the Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4 and the Schedule 13D to reflect updated  holdings for the Reporting Person
resulting  from a public  offering of 3,000,000  shares of the  Issuer's  common
stock which increased the outstanding  securities of the Issuer  effective March
17, 2004, and to update in Item 1  the address of the Issuer.  Unless  otherwise
indicated, all capitalized terms used but not defined herein shall have the same
meanings as set forth in the Schedule 13D, as heretofore amended.

         Item 1.           Security and Issuer.

     The class of equity  securities  to which  this  statement  relates  is the
common stock, $.01 par value of the Issuer.

     The Issuer's  principal  executive  office is located at 101 Bullitt  Lane,
Suite 450, Louisville, Kentucky 40222.

         Item 5.           Interest in Securities of the Issuer.

                  (a)      Aggregate Amount
                           Beneficially Owned by
                           Each Reporting Person         6,097,906(34.9%)(1)(2)

                  (b)      Sole Voting Power             2,799,265(1)
                           Shared Voting Power           3,298,641(2)
                           Sole Dispositive Power        2,799,265(1)
                           Shared Dispositive Power      3,298,641(2)

(1)      Includes  90,000  shares  issuable under  currently  exercisable  stock
         options.

(2)      Includes 23,975  shares of the common  stock of the Issuer owned by the
         Reporting Person's wife,  Patricia G. Gill. The Reporting Person shares
         voting  and  dispositive  power  with his wife  with  respect  to these
         shares.  Also  includes  3,274,666  shares of the  common  stock of the
         Issuer owned by GFP I, LP, a Delaware limited partnership, of which the
         Reporting  Person  is a  limited  partner  holding  a  0.79%  ownership
         interest,  of which the Reporting  Person's  wife is a limited  partner
         holding a 0.79% ownership interest, and of which trusts for the benefit
         of the Reporting  Person's  children,  of which the Reporting Person is
         trustee,  are limited  partners holding an aggregate of 6.03% ownership
         interest.  Further,  Gill Family Capital  Management,  Inc., a Kentucky
         corporation (the "General  Partner"), is the general  partner of GFP I,
         LP, with a  0.96% ownership interest in GFP I, LP. The Reporting Person
         is the President and  Treasurer of the General  Partner,  is one of two
         directors  of the  General  Partner,  and is a 50%  shareholder  of the
         General Partner.  On the basis of the Reporting Person's positions with
         the General Partner,  and pursuant to certain provisions of the limited
         partnership agreement of GFP I, LP (the "Partnership  Agreement"),  the
         Reporting  Person may be deemed to share voting and  dispositive  power
         over the shares  held of record by GFP I,  LP  with  Robert E. Gill and
         Virginia  G.  Gill,  each of whom is a  limited  partner  of GFP I,  LP
         holding a 43.50% ownership  interest and a 44.39%  ownership  interest,
         respectively, and with R. Scott Gill, a director, executive officer and
         50% shareholder

                                        3

  4



         of the General Partner, and a limited partner of GFP I, LP.  The filing
         of  this  statement  shall not  be  construed as an  admission that the
         Reporting Person is the  beneficial  owner of the shares held of record
         by GFP I, LP.

         As described in Note 2, above, the Reporting  Person shares,  or may be
deemed to share, the power to vote or direct the disposition of such shares with
the  following  persons,  whose  business or residence  addresses  and principal
occupations  are as  follows:  (a)  Patricia  G.  Gill,  9800 U.S.  Highway  42,
Prospect, Kentucky 40559, homemaker; (b) Robert E. Gill, 253 Canton Avenue East,
Winter Park, Florida 32789, Chairman of the Board of Sypris Solutions, Inc., 101
Bullitt Lane, Suite 450,  Louisville,  Kentucky 40222, a diversified provider of
technology-based  outsourced  services and specialty  products;  (c) Virginia G.
Gill, 253 Canton Avenue East, Winter Park, Florida 32789, homemaker;  and (d) R.
Scott Gill,  Managing  Broker,  Coldwell Banker  Residential  Brokerage,  875 N.
Michigan Avenue, Suite 3500, Chicago,  Illinois,  60611. All of such persons are
citizens of the United  States,  and none of such persons have been convicted in
or is a party to a proceeding described in Items 2(d) or 2(e).


                  (c)  Jeffrey  T.  Gill has not  effected  transactions  in the
Issuer's common stock during the past sixty days.

                  (d)      Not applicable.

                  (e)      Not applicable.




                                        4

  5


                           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.


                                             /s/ Jeffrey T. Gill
                                             -------------------
                                             Jeffrey T. Gill

                                             Date: March 26, 2004



                                        5