TRANSCAT INC — Director's Dealing 2004

Nov 8, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2004-11-04

Reporting Person: KLIMASEWSKI ROBERT G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-04	Common Stock, $.50 par value	S	56009	$3.00	Disposed	5066	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$2.4062	2004-12-16	Common Stock, par value $.50 per share (200000)	200000	Direct
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 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: The amount of securities beneficially owned by Mr. Klimasewski prior to the reported transaction and reported in his previous report (61,499.84 shares) has been corrected to 61,075 shares to include an additional 295.556 shares credited to him under the Employees' Stock Purchase Plan (prior to his retirement as an employee in March 2002), the adjustment (subtraction of 720 shares) resulting from the inadvertent transposition of two numbers, and the settlement of fractional shares under the Employees' Stock Purchase Plan (.396 shares).

F3: This option was previously reported by Mr. Klimasewski.

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: 8/20/02--$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.

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: 8/20/03--$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.

F6: 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.