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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)


                             Sypris Solutions, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                     Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    871655106
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                November 29, 2007
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [x]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)

----------------
*    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 the disclosures provided in a prior cover page.

     The information required in 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, as amended ("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).

CUSIP No. 871655106
          ---------------------

1.   NAME OF REPORTING PERSONS

     Needham Asset Management, LLC (1)

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     1,085,115

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     1,085,115

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,085,115

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     5.7%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
      HC, OO

----------------
(1)  Needham Asset Management, LLC is the managing member of Needham Investment
     Management L.L.C., which serves as investment adviser to various series of
     The Needham Funds, Inc. and the general partner to certain private
     investment funds that hold 1,058,115 shares of common stock of the Issuer
     ("Shares"). Needham Investment Management L.L.C. may be deemed to
     beneficially own the Shares by virtue of its position as investment adviser
     to these series and general partner to these funds.

CUSIP No. 871655106
          ---------------------

1.   NAME OF REPORTING PERSONS

     Needham Investment Management L.L.C. (2)

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     1,085,115

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     1,085,115

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,085,115

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     5.7%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IA, OO

-------------------
(2)  Needham Investment Management L.L.C. serves as investment adviser to
     various series of The Needham Funds, Inc. and general partner to certain
     private investment funds that hold 1,085,115 shares of common stock of the
     Issuer ("Shares"). Needham Investment Management L.L.C. may be deemed to
     beneficially own the Shares by virtue of its position as investment adviser
     to these series and general partner to these funds.

 CUSIP No. 871655106
          ---------------------

1.   NAME OF REPORTING PERSONS

     James K. Kloppenburg

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     1,085,115

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     1,085,115

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,085,115

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     5.7%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

CUSIP No. 871655106
          ---------------------

Item 1(a).  Name of Issuer:

            Sypris Solutions, Inc.
            -------------------------------------------------------------------

      (b).  Address of Issuer's Principal Executive Offices:

            101 Bullitt Lane
            Suite 450
            Louisville, Kentucky 40222

            -------------------------------------------------------------------

Item 2(a).  Names of Persons Filing:


            The statement is filed on behalf of each of the following persons
            (collectively, the "Reporting Persons"):

              (i)   Needham Asset Management, LLC

             (ii)   Needham Investment Management L.L.C.

            (iii)   James K. Kloppenburg

            -------------------------------------------------------------------

      (b).  Address of Principal Business Office, or if None, Residence:

            445 Park Avenue, New York, NY 10022

            -------------------------------------------------------------------

      (c).  Citizenship:

            Needham Asset Management, LLC - Delaware

            Needham Investment Management L.L.C. - Delaware

            James K. Kloppenburg - United States of America

            -------------------------------------------------------------------

      (d).  Title of Class of Securities:


            Common Stock, par value $0.01 (the "Common Stock")

            -------------------------------------------------------------------

      (e).  CUSIP Number:


            871655106
            -------------------------------------------------------------------

Item 3.     If This Statement  is filed  pursuant to ss.240.13d-1(b) or
            240.13d-2(b), or (c), check whether the person filing is a:

     (a)  [_] Broker or dealer registered under Section 15 of the Exchange Act
              (15 U.S.C. 78c).

     (b)  [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15
              U.S.C. 78c).

     (c)  [_] Insurance  company as defined in Section 3(a)(19) of the Exchange
              Act (15 U.S.C. 78c).

     (d)  [_] Investment  company  registered under Section 8 of the Investment
              Company Act of 1940 (15 U.S.C. 80a-8).

     (e)  [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);

     (f)  [_] An employee  benefit plan or endowment  fund in  accordance  with
              s.240.13d-1(b)(1)(ii)(F);

     (g)  [_] A parent  holding  company or control  person in accordance  with
              Rule 13d-1(b)(1)(ii)(G);

     (h)  [_] A savings  association  as defined in Section 3(b) of the Federal
              Deposit Insurance Act (12 U.S.C.1813);

     (i)  [_] A  church  plan  that  is  excluded  from  the  definition  of an
              investment  company  under  Section  3(c)(14)  of the  Investment
              Company Act of 1940 (15 U.S.C. 80a-3);

     (j)  [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Needham Asset Management, LLC - 1,085,115

          Needham Investment Management L.L.C. - 1,085,115

          James K. Kloppenburg - 1,085,115

          ---------------------------------------------------------------------

     (b)  Percent of class:

          Needham Asset Management, LLC - 5.7%

          Needham Investment Management L.L.C. - 5.7%

          James K. Kloppenburg - 5.7%
          ---------------------------------------------------------------------

     (c)  Number of shares as to which the person has:

                  Needham Asset Management, LLC
                  -----------------------------

          (i)   Sole power to vote or to direct the vote      0
                                                        _______________________,


          (ii)  Shared power to vote or to direct the vote    1,085,115
                                                          _____________________,


          (iii) Sole power to dispose or to direct the        0
                disposition of                            _____________________,


          (iv)  Shared power to dispose or to direct the      1,085,115
                disposition of                            _____________________.


                  Needham Investment Management L.L.C.
                  ------------------------------------

          (i)   Sole power to vote or to direct the vote      0
                                                          _____________________,


          (ii)  Shared power to vote or to direct the vote    1,085,115
                                                          _____________________,


          (iii) Sole power to dispose or to direct the        0
                disposition of                            _____________________,


          (iv)  Shared power to dispose or to direct the      1,085,115
                disposition of                            _____________________.


                  James K. Kloppenburg
                  --------------------

          (i)   Sole power to vote or to direct the vote      0
                                                          _____________________,


          (ii)  Shared power to vote or to direct the vote    1,085,115
                                                          _____________________,


          (iii) Sole power to dispose or to direct the        0
                disposition of                            _____________________,


          (iv)  Shared power to dispose or to direct the      1,085,115
                disposition of                            _____________________.



Item 5.   Ownership of Five Percent or Less of a Class.

          Not applicable.
          ----------------------------------------------------------------------


Item 6.   Ownership of More Than Five Percent on Behalf of Another Person.


          Not applicable.
          ----------------------------------------------------------------------



Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security  Being  Reported on by the Parent  Holding  Company or
          Control Person.

          Not applicable.
          ----------------------------------------------------------------------


Item 8.   Identification  and  Classification  of Members of the Group.

          Not applicable.
          ----------------------------------------------------------------------


Item 9.   Notice of Dissolution of Group.

          Not applicable.
          ----------------------------------------------------------------------

Item 10.  Certification.


          By signing  below I certify that, to the best of my  knowledge  and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or  influencing
          the control of the issuer of the  securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having such purpose or effect.




                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certify that the information set forth in this statement is
true, complete and correct.


Date: December 10, 2007

                                           Needham Asset Management, LLC*

                                           By: /s/ Glen W. Albanese

                                           ------------------------------------
                                           Name:  Glen W. Albanese
                                           Title:  Chief Financial Officer


                                           Needham Investment Management L.L.C.*

                                           By: /s/ Glen W. Albanese

                                           ------------------------------------
                                           Name:  Glen W. Albanese
                                           Title:  Chief Financial Officer


                                           By: /s/ James K Kloppenburg*

                                           ------------------------------------
                                           James K. Kloppenburg

----------------
*    This Schedule 13G shall not be construed as an admission that any Reporting
     Person, either for purposes of Section 13(d) or 13(g) of the Securities
     Exchange Act of 1934, as amended, or for other purposes, is the beneficial
     owner of any securities covered by this statement except to the extent of
     pecuniary interest.


Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).




                                                              Exhibit A


                                    AGREEMENT

The undersigned agree that this Schedule 13G dated December 10, 2007 relating to
the Common Stock par value $0.01 per share of Sypris Solutions, Inc., shall be
filed on behalf of the undersigned.


                                            Needham Asset Management, LLC

                                            By: /s/ Glen W. Albanese
                                            ------------------------------------
                                            Name:  Glen W. Albanese
                                            Title:  Chief Financial Officer


                                            Needham Investment Management L.L.C.

                                            By: /s/ Glen W. Albanese
                                            ------------------------------------
                                            Name:  Glen W. Albanese
                                            Title:  Chief Financial Officer


                                            By: /s/ James K Kloppenburg
                                            ------------------------------------

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