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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                                Amendment No. 2*

                             SYPRIS SOLUTIONS, INC.
                                (Name of Issuer)


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


                                   871655 106
                                 (CUSIP Number)

                                 Jeffrey T. Gill
                             455 South Fourth Street
                           Louisville, Kentucky 40202
                                 (502) 585-5544
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)



                                December 28, 1998
             (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).


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                     CUSIP NO. - 871655 10 6

(1)      Names of Reporting Persons. . . . . . R. Scott 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. . . . . . . . 2,362,705 
         (8)      Shared Voting Power. . . . . . . 3,274,666 
         (9)      Sole Dispositive Power . . . . . 2,362,705 
         (10)     Shared Dispositive Power . . . . 3,274,666 

(11)     Aggregate Amount Beneficially
         Owned by Each Reporting Person . . . .5,637,371 

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

(13)     Percent of Class Represented
         by Amount in Row (11)  . . . . . . . .  59.6%

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


               See response to Item 5.

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          THIS  AMENDMENT  NO. 2 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"),  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"),  hereby  amends Item 5 of the  Amendment  No. 1 and the Schedule 13D.
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 5.           Interest in Securities of the Issuer.

                  (a)      Aggregate Amount
                           Beneficially Owned by
                           Each Reporting Person       5,637,371 (59.6%)

                  (b)      Sole Voting Power           2,362,705 
                           Shared Voting Power         3,274,666 
                           Sole Dispositive Power      2,362,705 
                           Shared Dispositive Power    3,274,666 

     Includes  10,000 shares of the common stock of the Issuer issuable upon
         exercise of independent  directors' stock options held by the Reporting
         Person.
     Includes  3,274,666  shares of the common  stock of the Issuer owned by
         GFP,  Ltd.,  a Kentucky  limited  partnership,  of which the  Reporting
         Person is a limited  partner  holding  a  .92949%  ownership  interest.
         Further,  Gill  Family  Capital  Management,  Inc.  (formerly  known as
         Jeffscottco,  Inc.), a Kentucky corporation (the "General Partner"), is
         the general partner of GFP, Ltd., with a .95974% ownership  interest in
         GFP,  Ltd. The  Reporting  Person is the President and Secretary 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,  Ltd.  (the
         "Partnership  Agreement"),  the Reporting Person may be deemed to share
         voting and  dispositive  power  over the shares  held of record by GFP,
         Ltd.  with  Robert  E. Gill and  Virginia  G.  Gill,  each of whom is a
         limited partner of GFP, Ltd. holding a 47.94235% ownership interest and
         a 48.84082% ownership interest, respectively, and with Jeffrey T. Gill,
         a  director,  executive  officer  and 50%  shareholder  of the  General
         Partner.  Jeffrey T. Gill,  his wife, and trusts for the benefit of Mr.
         Gill's  minor  children,  of which Mr.  Gill is a trustee,  are limited
         partners  of GFP,  Ltd.  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 Ltd.


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          As described in Note 1, above,  the Reporting  Person 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) Robert E. Gill, 253 Canton Avenue East,  Winter
Park,  Florida  32789,  Chairman  of the Board of Sypris  Solutions,  Inc.  (the
"Issuer"),  455 South Fourth Street,  Louisville,  Kentucky 40202, a provider of
specialized  industrial products and technical  services;  (b) Virginia G. Gill,
253 Canton Avenue East, Winter Park, Florida 32789,  homemaker;  and (c) Jeffrey
T. Gill,  455 South Fourth Street,  Louisville,  Kentucky  40202,  President and
Chief Executive  Officer of the Issuer.  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)  R.  Scott  Gill  has  not  effected  transactions  in the
Issuer's common stock during the past sixty days.

                  (d)      Not applicable.

                  (e)      Not applicable.

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                           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/ R. SCOTT GILL
                                          R. Scott Gill

                                          Date:   June 9, 1999







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