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).


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                     CUSIP NO. - 871655 10 6

(1)      Names of Reporting Persons. . . . . . Virginia G. 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). .  Not applicable

(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. . . . . . . . . . . . 0
         (8)      Shared Voting Power. . . . . . . 3,275,666(1)
         (9)      Sole Dispositive Power . . . . . . . . . 0
         (10)     Shared Dispositive Power . . . . 3,275,666(1)

(11)     Aggregate Amount Beneficially
         Owned by Each Reporting Person . . . .3,275,666(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)  . . . . . . . .  18.8%

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


         (1) See response to Item 5.

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          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 amended by Amendment No. 3
to the Schedule 13D dated April 3, 2002 (the  "Amendment No. 3"), and as amended
by Amendment  No. 4 to the  Schedule 13D dated April 24, 2002,  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          3,275,666(18.8%)(1)

                  (b)      Sole Voting Power                      0
                           Shared Voting Power            3,275,666(1)
                           Sole Dispositive Power                 0
                           Shared Dispositive Power       3,275,666(1)

(1)      Includes  500  shares of the  Issuer  owned by the  Reporting  Person's
         husband as to which the Reporting  Person shares voting and dispositive
         power, and 500 shares of the Issuer owned by the Reporting Person as to
         which the Reporting  Person's  husband  shares  voting and  dispositive
         power. 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 44.39%  ownership
         interest  and of which  the  Reporting  Person's  husband  is a limited
         partner holding a 43.50%  ownership  interest.  On the basis of 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 her  husband,  Robert E. Gill,  and with Jeffrey T. Gill and R.
         Scott  Gill,  each of whom is a  director,  executive  officer  and 50%
         shareholder  of  Gill  Family  Capital  Management,  Inc.,  a  Kentucky
         corporation which is the general partner of GFP I, LP.

         As described in Note 1, 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) 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;

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(b) Jeffrey T. Gill, 101 Bullitt Lane,  Suite 450,  Louisville,  Kentucky 40222,
President  and Chief  Executive  Officer of the  Issuer;  and (c) 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)  Virginia G. 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/ Virginia G. Gill
                                               --------------------
                                               Virginia G. Gill

                                               Date: March 26, 2004





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