form5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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(f) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response...1.0
£	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
£	Form 3 Holdings Reported
£	Form 4 Transactions Reported

1. Name and Address of Reporting Person* Matthews Ronald L.	2. Issuer Name and Tickler or Trading Symbol Synalloy Corporation SYNC					6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
							Director		10% Owner
						X	Officer (give title below)		Other (specify below)
						President of subsidiary
(Last) (First) (Middle) PO Box 2667	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)		4. Statement for Month/Year December 2002			7. Individual or Joint/Group Filing (Check Applicable Line)
			5. If Amendment, Date of Original (Month/Year)			X	Form filed by One Reporting Person
(Street) Greensboro, NC 27402							Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (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 at End of Month (Instr. 3 and 4)		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)		7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Amount	(A) or (D)	Price
Common Stock						4,325		I		By 401(k) Trust

* If the form is filed by more than one reporting person, see instruction 4(b)(v).

FORM 5 (continued)

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)

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 at
    End of
    Year
    (Instr. 4)

10. Ownership
      Form of
      Derivative
      Security:
      Direct (D)
      or Indirect
      (I)
      (Instr. 4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr. 4)

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Employee Stock Option Plan

$4.65

4/25/02

12,000

(1)

4/25/2012

Common Stock

12,000

32,000

Explanation of Responses:

(1) The options vest in five equal installments of 20% beginning one year from date of grant.


		Cheryl C. Carter		January 6, 2003

		**Signature of Reporting Person /s/ Cheryl C. Carter, Power of Attorney for Ronald L. Matthews	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
	See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.