TRANSCAT INC — Director's Dealing 2004

Dec 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2004-12-16

Reporting Person: KLIMASEWSKI ROBERT G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-16	Common Stock, $.50 par value	M	40000	$2.4062	Acquired	45066	Direct
2004-12-16	Common Stock, $.50 par value	M	50037	$2.4062	Acquired	95103	Direct
2004-12-16	Common Stock, $.50 par value	F	40000	$3.01	Disposed	55103	Direct
2004-12-16	Common Stock, $.50 par value	M	62592	$2.4062	Acquired	117695	Direct
2004-12-16	Common Stock, $.50 par value	F	50037	$3.01	Disposed	67658	Direct
2004-12-16	Common Stock, $.50 par value	M	47371	$2.4062	Acquired	115029	Direct
2004-12-16	Common Stock, $.50 par value	F	37869	$3.01	Disposed	77160	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-16	Employee Stock Option (Right to Buy)	$2.4062	M	200000	Disposed	2004-12-16	Common Stock, par value $.50 per share (200000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant (Right to Buy)	$.97	2007-08-19	Common Stock, par value $.50 per share (4000)	4000	Direct
Warrant (Right to Buy)	$2.31	2008-08-19	Common Stock, par value $.50 per share (4000)	4000	Direct
Warrant (Right to Buy)	$2.88	2009-08-17	Common Stock, par value $.50 per share (4000)	4000	Direct

Footnotes

F1: Mr. Klimasewski has elected to defer receipt of 5,066 of these shares, all of which are credited to his participant stock account under the Transcat, Inc. Amended and Restated Directors' Stock Plan, until the expiration of the deferral period, at which time the shares will be issued to him pursuant to the terms of his prior election.

F2: This option was previously reported by Mr. Klimasewski.

F3: This non-transferable warrant was previously reported by Mr. Klimasewski. Mr. Klimasewski can exercise this warrant in cumulative increments of 1,000 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: 8/20/02--$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 8/20/06.

F4: This non-transferable warrant was previously reported by Mr. Klimasewski. Mr. Klimasewski can exercise this warrant in cumulative increments of 1,000 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: 8/20/03--$3.50; 1/1/04--$5.00; 1/1/05--$6.50; 1/1/06--$7.00; to the extent such market price requirements are not satisfied, the balance of the option becomes exercisable on 8/20/07.

F5: This non-transferable warrant was previously reported by Mr. Klimasewski. Mr. Klimasewski can exercise this warrant in cumulative increments of 1,000 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: 8/18/04--$3.50; 1/1/05--$5.00; 1/1/06--$6.50; 1/1/07--$7.00; to the extent such market price requirements are not satisfied, the balance of the option becomes exercisable on 8/18/08.