Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                             SYPRIS SOLUTIONS, INC.


     The undersigned Incorporator, for the purpose of forming a corporation
under the General Corporation Law of the State of Delaware, does hereby certify
as follows:

     FIRST:     Name. The name of the Corporation is Sypris Solutions, Inc.
                ----

     SECOND:    Registered Office and Registered Agent. The registered office of
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the Corporation in the State of Delaware is 1209 Orange Street, New Castle
County, Wilmington, Delaware 19801. The Registered Agent at the same address is
The Corporation Trust Company.

     THIRD:     Purposes. The purposes of the Corporation are to engage in any
                --------
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH:    Incorporator. The name and mailing address of the incorporator
                ------------
is Dana M. Dembkowski, 1209 Orange Street, Wilmington, Delaware 19801.

     FIFTH:     Capital Stock.
                -------------

     I.   Authorized Capital Stock. The total number of shares which are
          ------------------------
authorized to be issued by the Corporation is 20,000,000 shares of common stock
having a $.01 par value per share ("Common Stock"), 10,000,000 shares of
nonvoting common stock having a $.01 par value per share ("Nonvoting Common
Stock"), and 1,000,000 shares of preferred stock having a $.01 par value per
share ("Preferred Stock").

     A description of the foregoing classes of stock of the Corporation and a
statement of the voting powers, preferences and relative rights and the
qualifications, limitations or restrictions granted to or imposed upon the
shares of each class is as follows:

     II.  Preferred Stock
          ---------------

          A.    Authority is hereby vested in the Board of Directors, by
resolution, to divide any or all of the authorized shares of Preferred Stock
into series and, within the limitations imposed by law and this Certificate of
Incorporation, to fix and determine as to each such series:

                [1]  The voting rights and powers, if any, of the holders of
shares of such series;

                [2]  The number of shares and designation of such series;

                [3]  The annual dividend rate;

                [4]  The prices at, and the terms and conditions on which,
shares of such series may be redeemed;

                [5]  The amounts payable on shares of such series in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;

                [6]  The terms, if any, upon which shares of such series may be
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same or any other class or classes,

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including the price or prices and the rate of conversion or exchange, any
adjustments thereof, and all other terms and conditions;

                [7]  The sinking fund provisions, if any, for the redemption or
purchase of shares of such series; and

                [8]  Such other provisions as may be fixed by the Board of
Directors of the Corporation pursuant to the Delaware General Corporation Law.

          B.    All shares of any one series of Preferred Stock shall be
identical with each other in all respects, except that shares of any one series
issued at different times may differ as to the dates from which dividends
thereon shall be cumulative.

          C.    The Corporation may at any time permitted by the resolution
adopted by the Board of Directors providing for the issue of any series of
Preferred Stock and at the redemption price or prices and on the terms and
conditions stated in said resolution, redeem the whole or any part of the shares
of any series of Preferred Stock at the time outstanding.

          D.    Except when otherwise herein or by statute specifically
provided, or except as provided by the resolution adopted by the Board of
Directors providing for the issue of any series, the holders of shares of
Preferred Stock shall not be entitled to vote at the election of directors or on
any question arising at any meeting of stockholders of the Corporation.

          E.    To the extent permitted by the Delaware General Corporation Law,
the shares of Preferred Stock shall be convertible into other shares of the
capital stock of this Corporation upon such terms and conditions and at such
rates of conversion or exchange as may be provided by the resolution adopted by
the Board of Directors providing for the issue of any series.

     III. Common Stock and Nonvoting Common Stock. The Common Stock and
          ---------------------------------------
Nonvoting Common Stock are identical, in all respects, except as follows:

          A.    Each share of Common Stock entitles the holder thereof to one
vote on each matter submitted to a stockholders' vote, while no shares of
Nonvoting Common Stock shall have any voting rights, except for those voting
rights required by the Delaware General Corporation Law.

          B.    Subject to the limitations prescribed herein, holders of the
Common Stock and Nonvoting Common Stock shall participate equally in any
dividends (payable in cash, stock or property) and stock splits, when and as
declared by the Board of Directors, out of assets of the Corporation legally
available therefor; provided, however, that, in the event of a stock split, or a
pro rata stock dividend of like shares declared on outstanding shares, the
holders of Common Stock shall receive shares of Common Stock and the holders of
Nonvoting Common Stock shall receive shares of Nonvoting Common Stock.

          C.    In the event the Corporation is liquidated, dissolved or wound
up, whether voluntarily or involuntarily, the holders of the Common Stock and
Nonvoting Common Stock shall participate equally in any distribution. A merger
or consolidation of the Corporation with or into any other corporation or a sale
or conveyance of all or any part of the assets of the Corporation (which shall
not in fact result in the liquidation of the Corporation and the distribution of
assets to stockholders) shall not be deemed to be a voluntary or involuntary
liquidation or dissolution or winding up of the Corporation within the meaning
of this paragraph.

          D.    If at any time while there are shares of Common Stock and
Nonvoting Common Stock issued and outstanding, it shall be determined by the
Board of Directors, in its sole discretion, that legislation or

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regulations are enacted or any judicial or administrative determination is made
which would prohibit the quotation, listing, or trading of the Corporation's
Common Stock or Nonvoting Common Stock on the New York Stock Exchange, the
American Stock Exchange or the National Association of Securities Dealers
Automated Quotation System, or would otherwise have a material adverse effect on
the Corporation, in any such case due to the Corporation having more than one
class of common shares outstanding, then the Board of Directors may by reversion
convert all outstanding Nonvoting Common Stock into Common Stock on a
share-for-share basis. To the extent practicable, notice of such conversion of
Nonvoting Common Stock specifying the date fixed for said conversion shall be
mailed, postage prepaid, at least 10 days but not more than 30 days prior to
said conversion date to the holders of record of shares of Common Stock and
Nonvoting Common Stock at their respective addresses as the same shall appear on
the books of the Corporation; provided, however, that no failure or inability to
provide such notice shall limit the authority or ability of the Board of
Directors to convert all outstanding Nonvoting Common Stock into Common Stock.
Immediately prior to the close of business on said conversion date (or, if said
conversion date is not a business day, on the next succeeding business day) each
outstanding share of Nonvoting Common Stock shall thereupon automatically be
converted into a share of Common Stock and each certificate theretofore
representing shares of Nonvoting Common Stock shall thereupon and thereafter
represent a like number of shares of Common Stock.

     IV.  General.
          -------

          A.    No holder of shares of the Corporation of any class, as such,
shall have any preemptive right to subscribe for stock, obligations, warrants,
subscription rights or other securities of the Corporation of any class,
regardless of when authorized.

          B.    For the purposes of this Article FIFTH and of any resolution of
the Board of Directors providing for the issue of any series of Preferred Stock
or of any certificate of amendment filed with the Secretary of State of the
State of Delaware (unless otherwise expressly provided in any such resolution or
certificate), any class or classes of stock of the Corporation shall be deemed
to rank junior to any other class or classes if the rights of the holders
thereof shall be subject or subordinate to the rights of the holders of shares
of such other class or classes in respect of the receipt of dividends or of
amounts distributable upon liquidation, dissolution, or winding up.

     SIXTH:     Directors. The affairs of the Corporation are to be conducted by
                ---------
a Board of Directors of not fewer than three (3) nor more than twelve (12)
members, the number to be set by the directors as provided in the bylaws. The
Board of Directors shall have the power to increase or decrease the number of
directors on the Board of Directors last approved by the stockholders pursuant
to and in accordance with the limitations provided by Delaware law; provided,
however, that at no time shall the number of directors be fewer than three (3)
nor more than twelve (12) without amendment of this Article. Any additional
director or directors elected to fill a vacancy shall be elected by the vote of
a majority of the directors then in office, although less than a quorum, and any
director so chosen shall hold office for a term that shall expire at the time of
the next annual meeting of stockholders at which directors are elected. In no
case will a decrease in the number of directors shorten the term of any
incumbent director.

     SEVENTH:   Stockholder Nomination of Director Candidates. Subject to the
                ---------------------------------------------
rights of holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, nominations for the election
of directors may be made by the Board of Directors or a committee appointed by
the Board of Directors or by any stockholder entitled to vote in the election of
directors generally. However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if timely written notice of such nomination or
nominations has been given to the Secretary of the Corporation. To be timely,
such notice shall be delivered to or mailed and received at the principal
executive offices of the Corporation not later than the close of business on the
10th day following the day on which notice of the date of the meeting was mailed
or public disclosure of the date of the meeting was made, whichever first
occurs. Each such notice to the Secretary shall set forth: (a) the name, age and
address of the stockholder who intends to make the nomination; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate

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the person or persons specified in the notice; (c) the name, age, business and
residence addresses, and principal occupation or employment of each nominee; (d)
a description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (e) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated by the Board of Directors;
and (f) the consent of each nominee to serve as a director of the Corporation if
so elected. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director of the
Corporation. The presiding officer at the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedures.

     EIGHTH:    Call of Special Meetings of Stockholders. Special meetings of
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stockholders of the Corporation may be called only by the Board of Directors
pursuant to a resolution adopted by a majority of the Directors in writing, or
by the holders of not less than fifty percent (50%) of all shares entitled to
cast votes at the meeting. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting is called.

     NINTH:     Elimination of Director Liability. A director of the Corporation
                ---------------------------------
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is amended after the filing of the Certificate of
Incorporation of which this Article is a part to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

     TENTH:     Bylaws. The bylaws for the Corporation may be adopted, amended
                ------
and repealed by the Board of Directors, subject to repeal or change by action of
the stockholders.

     ELEVENTH:  Right to Indemnification.
                ------------------------

          A.    Indemnification. The Corporation shall indemnify and hold
                ---------------
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party, or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation or of a partnership,
joint venture, trust, enterprise or non-profit entity, including service with
respect to employee benefit plans, against all liability and loss suffered and
expenses reasonably incurred by such person. The Corporation shall be required
to indemnify a person in connection with a proceeding initiated by such person
only if the proceeding was authorized by the Board of Directors of the
Corporation.

          B.    Prepayment of Expenses. The Corporation shall pay the expenses
                ----------------------
of directors and executive officers of the Corporation, and may pay the expenses
of all other officers, employees or agents of the Corporation, incurred in
defending any proceeding, in advance of its final disposition, provided,
however, that the

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payment of expenses incurred by a director, officer, employee or agent in
advance of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the director, officer, employee or agent to repay
all amounts advanced if it should be ultimately determined that the director,
officer, employee or agent is not entitled to be indemnified under this Article
ELEVENTH or otherwise.

          C.    Claims. If a claim for indemnification or payment of expenses
                ------
under this Article is not paid in full within sixty days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of expenses under
applicable law.

          D.    Non-Exclusivity of Rights. The rights conferred on any person by
                -------------------------
this Article ELEVENTH shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

          E.    Other Indemnification. The Corporation's obligation, if any, to
                ---------------------
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or non-profit entity, shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or non-profit enterprise.

          F.    Amendment or Repeal. Any repeal or modification of the foregoing
                -------------------
provisions of this Article ELEVENTH shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

     TWELFTH:   Election of Directors. Unless and except to the extent that the
                ---------------------
bylaws of the Corporation shall so require, the election of directors of the
Corporation need not be by written ballot.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation under the laws of the State of Delaware, does make,
file and record this Certificate of Incorporation, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 22nd day of September, 1997.


                                   By: /s/ Dana M. Dembkowski
                                       --------------------------------

                                       5



                           CERTIFICATE OF DESIGNATION
                            OF PREFERENCES AND RIGHTS
                          OF PREFERRED STOCK, SERIES A,
                            OF SYPRIS SOLUTIONS, INC.

       Pursuant to Section 151 of the General Corporation Law of the State of
Delaware

       Sypris Solutions, Inc. (the "Corporation"), a corporation organized under
the Delaware General Corporation Law (the "DGCL"), in accordance with Section
103 of the DGCL, DOES HEREBY CERTIFY:

       That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the Corporation, the Board of Directors as
of October 23, 2001 adopted the following resolution, creating a series of
Preferred Stock designated as Preferred Stock, Series A:

                  RESOLVED, that pursuant to the authority conferred upon the
                  Board of Directors of the Corporation (the "Board of
                  Directors"), in accordance with the provisions of its
                  Certificate of Incorporation a series of Preferred Stock of
                  the Corporation be and it hereby is created, and that the
                  designation and amount thereof and the voting powers,
                  preferences and relative, optional and other special rights of
                  the shares of such series, and the qualifications, limitations
                  or restrictions thereof, are as follows:

       Section 1. Designation and Number of Shares. This series of the Preferred
                  --------------------------------
Stock shall be designated as "Series A Preferred Stock" (the "Series A Preferred
Stock") with a par value of $.01 per share. The number of shares initially
issuable as the Series A Preferred Stock shall be 11,000; provided, however,
that, if more than a total of 11,000 shares of Series A Preferred Stock shall be
issuable upon the exercise of Rights (the "Rights") issued pursuant to the
Rights Agreement dated as of October 23, 2001, between the Corporation and
LaSalle Bank National Association, as Rights Agent (the "Rights Agreement"), the
Board of Directors of the Corporation, shall, if then permitted by the DGCL,
direct by resolution or resolutions that a certificate of the Corporation be
properly executed, acknowledged and filed with the Secretary of State of
Delaware providing for the total number of shares issuable as Series A Preferred
Stock to be increased (to the extent that the Certificate of Incorporation then
permits) to the largest number of whole shares (rounded up to the nearest whole
number) issuable upon exercise of such Rights.

       Section 2. Dividends or Distributions.
                  --------------------------

                  (a) Subject to the prior and superior rights of the holders of
shares of any other series of Preferred Stock or other class of capital stock of
the Corporation ranking prior and superior to the shares of Series A Preferred
Stock with respect to dividends, the holders of shares of the Series A Preferred
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Corporation legally available therefor, (i)
annual dividends payable in cash on January 15 of each year, or such other dates
as the Board of Directors of the Corporation shall approve (each such date being
referred to herein as an "Annual Dividend Payment Date"), commencing on the
first Annual Dividend Payment Date after the first issuance of a share or a
fraction of a share of Series A Preferred Stock, in the amount of $.01 per whole
share (rounded to the nearest cent), less the amount of all cash dividends
declared on the Series A Preferred Stock pursuant to the following clause (ii)
since the immediately preceding Annual Dividend Payment Date or, with respect to
the first Annual Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock (the total of which shall not,
in any event, be less than zero) and (ii) dividends payable in cash on the
payment date for each cash dividend declared on the Common Stock in an amount
per whole share (rounded to the nearest cent) equal to the Formula Number (as
hereinafter defined) then in effect times the cash dividends then to be paid on
each share of Common Stock. In addition, if the Corporation shall pay any
dividend or make any distribution on the Common Stock payable in assets,
securities or other forms of non-cash consideration (other than dividends or
distributions solely in shares of

                                       6



Common Stock), then, in each such case, the Corporation shall simultaneously pay
or make on each outstanding whole share of Series A Preferred Stock a dividend
or distribution in like kind equal to the Formula Number then in effect times
such dividend or distribution on each share of the Common Stock. As used herein,
the "Formula Number" shall be 1,000; provided, however, that, if at any time
                                     --------  -------
after October 23, 2001, the Corporation shall (x) declare or pay any dividend on
the Common Stock payable in shares of Common Stock or make any distribution on
the Common Stock in shares of Common Stock, (y) subdivide (by a stock split or
otherwise) the outstanding shares of Common Stock into a larger number of shares
of Common Stock or (z) combine (by a reverse stock split or otherwise) the
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then, in each such event, the Formula Number shall be adjusted to a
number determined by multiplying the Formula Number in effect immediately prior
to such event by a fraction, the numerator of which is the number of shares of
Common Stock that are outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that are
outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further, that, if at any time after October
                           -------- -------
23, 2001, the Corporation shall issue any shares of its capital stock in a
merger, share exchange, reclassification, or change of the outstanding shares of
Common Stock, then, in each such event, the Formula Number shall be
appropriately adjusted to reflect such merger, share exchange, reclassification
or change so that each share of Preferred Stock continues to be the economic
equivalent of a Formula Number of shares of Common Stock prior to such merger,
share exchange, reclassification or change.

                  (b) The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in Section 2(a) immediately prior to
or at the same time it declares a dividend or distribution on the Common Stock
(other than a dividend or distribution solely in shares of Common Stock);
provided, however, that, in the event no dividend or distribution (other than a
- --------  -------
dividend or distribution in shares of Common Stock) shall have been declared on
the Common Stock during the period between any Annual Dividend Payment Date and
the next subsequent Annual Dividend Payment Date, a dividend of $.01 per share
on the Series A Preferred Stock shall nevertheless be payable on such subsequent
Annual Dividend Payment Date. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Preferred Stock entitled to
receive a dividend or distribution declared thereon, which record date shall be
the same as the record date for any corresponding dividend or distribution on
the Common Stock.

                  (c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from and after the Annual
Dividend Payment Date next preceding the date of original issue of such shares
of Series A Preferred Stock; provided, however, that dividends on such shares
                             --------  -------
that are originally issued after the record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive an annual
dividend and on or prior to the next succeeding Annual Dividend Payment Date
shall begin to accrue and be cumulative from and after such Annual Dividend
Payment Date. Notwithstanding the foregoing, dividends on shares of Series A
Preferred Stock that are originally issued prior to the record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive an annual dividend on the first Annual Dividend Payment Date shall be
calculated as if cumulative from and after the last day of the fiscal quarter
next preceding the date of original issuance of such shares. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding and entitled
to receive such dividends.

                  (d) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on the Common Stock,
unless, in each case, the dividend required by this Section 2 to be declared on
the Series A Preferred Stock shall have been declared and paid.

                  (e) The holders of the shares of Series A Preferred Stock
shall not be entitled to receive any dividends or other distributions, except as
provided herein.

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       Section 3. Voting Rights. The holders of shares of Series A Preferred
                  -------------
Stock shall have the following voting rights:

                  (a) Each holder of Series A Preferred Stock shall be entitled
to a number of votes equal to the Formula Number then in effect, for each whole
share of Series A Preferred Stock held of record on each matter on which holders
of the Common Stock or stockholders generally are entitled to vote, multiplied
by the maximum number of votes per share which any holder of the Common Stock or
stockholders generally then have with respect to such matter (assuming any
holding period or other requirement to vote a greater number of shares is
satisfied).

                  (b) Except as otherwise provided herein or by applicable law,
the holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock shall vote together as one voting group for the election of
directors of the Corporation and on all other matters submitted to a vote of
stockholders of the Corporation.

                  (c) If, at the time of any annual meeting of stockholders for
the election of directors, the equivalent of two annual dividends (whether or
not consecutive) payable on any share or shares of Series A Preferred Stock are
in default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting together with the
holders of Common Stock for the election of other directors of the Corporation,
the holders of record of the Series A Preferred Stock, voting separately as a
voting group to the exclusion of the holders of Common Stock, shall be entitled
at said meeting of stockholders (and at each subsequent annual meeting of
stockholders), unless all dividends in arrears have been paid or declared and
set apart for payment prior thereto, to vote for the election of two directors
of the Corporation, the holders of any Series A Preferred Stock being entitled
to cast a number of votes per whole share of Series A Preferred Stock equal to
the Formula Number. Until the default in payments of all dividends that
permitted the election of said directors shall cease to exist, any director who
shall have been so elected pursuant to the next preceding sentence may be
removed at any time, either with or without cause, only by the affirmative vote
of the holders of the shares of Series A Preferred Stock at the time entitled to
cast such number of votes as are required by law for the election of any such
director at a special meeting of such holders called for that purpose, and any
vacancy thereby created may be filled only by the vote of such holders. If and
when such default shall cease to exist, the holders of the Series A Preferred
Stock shall be divested of the foregoing special voting rights, subject to
revesting in the event of each and every subsequent like default in payments of
dividends. Upon the termination of the foregoing special voting rights, the
terms of office of all persons who may have been elected directors pursuant to
said special voting rights shall forthwith terminate to the extent permitted by
law, and the number of directors constituting the Board of Directors shall be
reduced by two. The voting rights granted by this Section 3(c) shall be in
addition to any other voting rights granted to the holders of the Series A
Preferred Stock in this Section 3.

                  (d) Except as provided herein, in Section 11 or by applicable
law, holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for authorizing or taking
any corporate action.

       Section 4. Certain Restrictions.
                  --------------------

                  (a)  Whenever annual dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not

                       [1] declare or pay dividends on, make any other
                  distributions on, or redeem or purchase or otherwise acquire
                  for consideration any shares of stock ranking junior (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) to the Series A Preferred Stock;

                                       8



                       [2] declare or pay dividends on or make any other
                  distributions on any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series A Preferred Stock, except
                  dividends paid ratably on the Series A Preferred Stock and all
                  such parity stock on which dividends are payable or in arrears
                  in proportion to the total amounts to which the holders of all
                  such shares are then entitled;

                       [3] redeem or purchase or otherwise acquire for
                  consideration shares of any stock ranking on a parity (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) with the Series A Preferred Stock; provided that the
                  Corporation may at any time redeem, purchase or otherwise
                  acquire shares of any such parity stock in exchange for shares
                  of any stock of the Corporation ranking junior (either as to
                  dividends or upon dissolution, liquidation or winding up) to
                  the Series A Preferred Stock; or

                       [4] purchase or otherwise acquire for consideration any
                  shares of Series A Preferred Stock, or any shares of stock
                  ranking on a parity with the Series A Preferred Stock, except
                  in accordance with a purchase offer made in writing or by
                  publication (as determined by the Board of Directors) to all
                  holders of such shares upon such terms as the Board of
                  Directors, after consideration of the respective annual
                  dividend rates and other relative rights and preferences of
                  the respective series and classes, shall determine in good
                  faith will result in fair and equitable treatment among the
                  respective series or classes.

                  (b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

       Section 5. Liquidation Rights. Upon the liquidation, dissolution or
                  ------------------
winding up of the Corporation, whether voluntary or involuntary, no distribution
shall be made (a) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock, unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received an amount equal to the accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, plus an amount equal to the greater of (i) $.01 per whole share or
(ii) an aggregate amount per share equal to the Formula Number then in effect
times the aggregate amount to be distributed per share to holders of Common
Stock or (b) to the holders of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and all
other such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding
up.

       Section 6. Consolidation, Merger, etc. In case the Corporation shall
                  --------------------------
enter into any consolidation, merger, share exchange, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash or any other property, then, in any such
case, the then outstanding shares of Series A Preferred Stock shall at the same
time be similarly exchanged or changed into an amount per whole share equal to
the Formula Number then in effect times the aggregate amount of stock,
securities, cash or any other property (payable in kind), as the case may be,
into which or for which each share of Common Stock is exchanged or changed. In
the event both this Section 6 and Section 2 appear to apply to a transaction,
this Section 6 will control.

       Section 7. No Redemption; No Sinking Fund.
                  -------------------------------

                  (a) The shares of Series A Preferred Stock shall not be
subject to redemption by the Corporation or at the option of any holder of
Series A Preferred Stock; provided, however, that the Corporation may

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purchase or otherwise acquire outstanding shares of Series A Preferred Stock in
the open market or by offer to any holder or holders of shares of Series A
Preferred Stock.

                   (b) The shares of Series A Preferred Stock shall not be
subject to or entitled to the operation of a retirement or sinking fund.

       Section 8.  Ranking. The Series A Preferred Stock shall rank junior to
                   -------
all other series of Preferred Stock of the Corporation, unless the Board of
Directors shall specifically determine otherwise in fixing the powers,
preferences and relative, participating, optional and other special rights of
the shares of such series and the qualifications, limitations and restrictions
thereof.

       Section 9.  Fractional Shares. The Series A Preferred Stock shall be
                   -----------------
issuable upon exercise of the Rights issued pursuant to the Rights Agreement in
whole shares or in any fraction of a share that is one-thousandth (1/1,000) of a
share or any integral multiple of such fraction which shall entitle the holder,
in proportion to such holder's fractional shares, to receive dividends, exercise
voting rights, participate in distributions and have the benefit of all other
rights of holders of Series A Preferred Stock. In lieu of fractional shares, the
Corporation, prior to the first issuance of a share or a fraction of a share of
Series A Preferred Stock, may elect (a) to make a cash payment as provided in
the Rights Agreement for fractions of a share other than one-thousandth
(1/1,000) of a share or any integral multiple thereof or (b) to issue depository
receipts evidencing such authorized fraction of a share of Series A Preferred
Stock pursuant to an appropriate agreement between the Corporation and a
depository selected by the Corporation; provided that such agreement shall
provide that the holders of such depository receipts shall have all the rights,
privileges and preferences to which they are entitled as holders of the Series A
Preferred Stock.

       Section 10. Reacquired Shares. Any shares of Series A Preferred Stock
                   -----------------
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock, $.01 par value per share, of the Corporation, undesignated as
to series, and may thereafter be reissued as part of a new series of such
Preferred Stock as permitted by law.

       Section 11. Amendment. None of the powers, preferences and relative,
                   ---------
participating, optional and other special rights of the Series A Preferred Stock
as provided herein or in the Certificate of Incorporation shall be amended in
any manner that would alter or change the powers, preferences, rights or
privileges of the holders of Series A Preferred Stock so as to affect such
holders adversely without the affirmative vote of the holders of at least
66-2/3% of the outstanding shares of Series A Preferred Stock, voting as a
separate voting group; provided, however, that no such amendment approved by the
                       --------  -------
holders of at least 66-2/3% of the outstanding shares of Series A Preferred
Stock shall be deemed to apply to the powers, preferences, rights or privileges
of any holder of shares of Series A Preferred Stock originally issued upon
exercise of a Right after the time of such approval without the approval of such
holder.

       IN WITNESS WHEREOF, Sypris Solutions, Inc. has caused this Certificate of
Designation to be duly executed by its authorized officer and attested by its
Secretary as of the 23rd day of October, 2001.

                                                     SYPRIS SOLUTIONS, INC.

                                                     By: /s/ Jeffrey T. Gill
                                                        ------------------------
                                                     Title: President & CEO
                                                           ---------------------

ATTEST:

/s/ Richard L. Davis
- ---------------------------------
Richard L. Davis, Secretary

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