TRANSCAT INC — Director's Dealing 2003

Oct 30, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2003-10-28

Reporting Person: HADEED CHARLES P (VP-Finance and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-28	Common Stock, $.50 par value	A	10000	—	Acquired	13100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-28	Stock Option (Right to Buy)	$2.20	A	20000	Acquired	2013-10-27	Common Stock, $.50 par value (20000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$1.00	2007-04-29	Common Stock, $.50 par value (50000)	50000	Direct

Footnotes

F1: Restricted Stock Award granted under the Transcat, Inc. 2003 Incentive Plan in a transaction exempt under Rule 16b-3.

F2: This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise this option in cumulative increments of 12,500 shares after each of the following dates, providing the market price of the Company's Common Stock meets or exceeds, for 20 of 30 consecutive trading days, the following respective amounts: 4/30/02--$2.25; 1/1/03--$3.50; 1/1/04--$5.25; 1/1/05--$7.50; to the extent such market price requirements are not satisfied, the balance of the option becomes exercisable on 4/30/06.

F3: This option was granted under the Transcat, Inc. 2003 Incentive Plan in a transaction exempt under Rule 16b-3. Mr. Hadeed can exercise this option as follows: 6,667 shares on 10/28/04, 6,667 shares on 10/28/05, and 6,666 shares on 10/28/06.