TRANSCAT INC — Director's Dealing 2004

Aug 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2004-08-18

Reporting Person: MURPHY CORNELIUS J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-18	Warrant (Right to Buy)	$2.88	A	4000	Acquired	2009-08-17	Common Stock, par value $.50 per share (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.50 par value	64128	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant (Right to Buy)	$2.9062	2005-08-15	Common Stock, par value $.50 per share (4000)	4000	Direct
Warrant (Right to Buy)	$2.00	2006-08-21	Common Stock, par value $.50 per share (4000)	4000	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

Footnotes

F1: Mr. Murphy has elected to defer receipt of 5,266 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 non-transferable warrant was previously reported by Mr. Murphy.

F3: This non-transferable warrant was previously reported by Mr. Murphy. Mr. Murphy 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: 8/22/01--$3.50; 1/1/02--$6.00; 1/1/03--$9.00; 1/1/04--$13.50; to the extent such market price requirements are not satisfied, the balance of the warrant becomes exercisable on 8/22/05.

F4: This non-transferable warrant was previously reported by Mr. Murphy. Mr. Murphy 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. Murphy. Mr. Murphy 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 granted under the Transcat, Inc. Amended and Restated Directors' Warrant Plan in a transaction exempt under Rule 16b-3. Mr. Murphy 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.