SYPRIS SOLUTIONS INC — Director's Dealing 2008

May 14, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYPRIS SOLUTIONS INC (SYPR)
CIK: 0000864240
Period of Report: 2008-05-12

Reporting Person: DAVIS RICHARD L (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-12	Option (Right to Buy)	$7.90	D	27240	Disposed	2011-05-13	Common Stock (27240)	Direct
2008-05-12	Option (Right to Buy)	$4.31	A	12304	Acquired	2012-03-30	Common Stock (12304)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	131089	Direct

Footnotes

F1: On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on May 14, 2007 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 12,304 shares having an exercise price equal to $4.31.