Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SROKA ROBERT
  2. Issuer Name and Ticker or Trading Symbol
SYPRIS SOLUTIONS INC [SYPR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
54 DISBROW LANE
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2007
(Street)

NEW ROCHELLE, NY 10804
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/12/2007   A   785 A (26) 5,635 D  
Common Stock 06/12/2007   A   287 A (27) 5,922 D  
Common Stock 06/12/2007   A   449 A (29) 6,371 D  
Common Stock 06/12/2007   A   543 A (30) 6,914 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 10.21 06/12/2007   D     1,989 01/01/2003 12/31/2012 Common Stock 1,989 (16) 0 D  
Option (Right to Buy) $ 10.25 06/12/2007   D     1,789 07/03/2000 07/02/2010 Common Stock 1,789 (17) 0 D  
Option (Right to Buy) $ 10.33 06/12/2007   D     3,374 04/01/2005 03/31/2015 Common Stock 3,374 (18) 0 D  
Option (Right to Buy) $ 10.36 06/12/2007   D     1,756 06/30/2003 06/29/2013 Common Stock 1,756 (19) 0 D  
Option (Right to Buy) $ 10.74 06/12/2007   D     2,472 10/01/2005 09/30/2015 Common Stock 2,472 (20) 0 D  
Option (Right to Buy) $ 10.9 06/12/2007   D     1,537 10/01/2002 09/30/2012 Common Stock 1,537 (21) 0 D  
Option (Right to Buy) $ 11.92 06/12/2007   D     2,022 07/01/2005 06/30/2015 Common Stock 2,022 (22) 0 D  
Option (Right to Buy) $ 13.02 06/12/2007   D     1,409 01/01/2002 12/31/2011 Common Stock 1,409 (23) 0 D  
Option (Right to Buy) $ 13.51 06/12/2007   D     1,683 10/01/2004 09/30/2014 Common Stock 1,683 (24) 0 D  
Option (Right to Buy) $ 14 06/12/2007   D     1,472 07/01/2004 06/30/2014 Common Stock 1,472 (25) 0 D  
Option (Right to Buy) $ 15.31 06/12/2007   D     2,148 01/01/2005 12/31/2014 Common Stock 2,148 (26) 0 D  
Option (Right to Buy) $ 15.6 06/12/2007   D     1,100 04/01/2002 03/31/2012 Common Stock 1,100 (27) 0 D  
Option (Right to Buy) $ 16.03 06/12/2007   D     1,267 07/01/2002 06/30/2012 Common Stock 1,267 (28) 0 D  
Option (Right to Buy) $ 16.1 06/12/2007   D     1,431 09/29/2003 09/28/2013 Common Stock 1,431 (29) 0 D  
Option ( Right to Buy) $ 16.81 06/12/2007   D     1,731 01/01/2004 12/31/2013 Common Stock 1,731 (30) 0 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   2,205   05/14/2007 05/13/2011 Common Stock 2,205 (16) 2,205 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   1,430   05/14/2007 05/13/2011 Common Stock 1,430 (17) 1,430 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   4,312   05/14/2007 05/13/2011 Common Stock 4,312 (18) 4,312 D  
Otption (Right to Buy) $ 7.9 06/12/2007   A   2,010   05/14/2007 05/13/2011 Common Stock 2,010 (19) 2,010 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   3,181   05/14/2007 05/13/2011 Common Stock 3,181 (20) 3,181 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   1,595   05/14/2007 05/13/2011 Common Stock 1,595 (21) 1,595 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   2,452   05/14/2007 05/13/2011 Common Stock 2,452 (22) 2,452 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   1,165   05/14/2007 05/13/2011 Common Stock 1,165 (23) 1,165 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   1,824   05/14/2007 05/13/2011 Common Stock 1,824 (24) 1,824 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   1,533   05/14/2007 05/13/2011 Common Stock 1,533 (25) 1,533 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   949   05/14/2007 05/13/2011 Common Stock 949 (28) 949 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SROKA ROBERT
54 DISBROW LANE
NEW ROCHELLE, NY 10804
  X      

Signatures

 Andrea J. Luescher by Power of Attorney on file with the Commission   06/13/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(16) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on January 1, 2003 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 2,205 shares having an exercise price equal to $7.90.
(17) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on July 3, 2000 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 1,430 shares having an exercise price equal to $7.90.
(18) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on April 1, 2005 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 4,312 shares having an exercise price equal to $7.90.
(19) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on June 30, 2003 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 2,010 shares having an exercise price equal to $7.90.
(20) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on October 1, 2005 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 3,181 shares having an exercise price equal to $7.90.
(21) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on October 1, 2002 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 1,595 shares having an exercise price equal to $7.90.
(22) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on July 1, 2005 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 2,452 shares having an exercise price equal to $7.90.
(23) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on January 1, 2002 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 1,165 shares having an exercise price equal to $7.90.
(24) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on October 1, 2004 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 1,824 shares having an exercise price equal to $7.90.
(25) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on July 1, 2004 to the reporting person. In Exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 1,533 shares having an exercise price equal to $7.90.
(26) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on January 1, 2005 to the reporting person. In Exchange for this option grant the reporting person received 785 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.
(27) On June 12, 2007, the issuer canceled, pursuant to the 2007 Option Exchange Program, an option grant awarded on April 1, 2002 to the reporting person. In Exchange for this option grant the reporting person received 287 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.
(28) On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on July 1, 2002 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 949 shares having an exercise price equal to $7.90.
(29) On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on September 29, 2003 to the reporting person. In exchange for this option grant the reporting person received 449 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.
(30) On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on January 1, 2004 to the reporting person. In exchange for this option grant the reporting person received 543 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.
 
Remarks:
Report is 2 of 3 for this filing.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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