TRANSCAT INC — Director's Dealing 2004

May 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2004-05-19

Reporting Person: SASSANO CARL E (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-19	Common Stock, $.50 par value	A	40000	—	Acquired	120066	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.50 par value	2000	Indirect
Common Stock, $.50 par value	2000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant (Right to Buy)	$2.00	2006-08-21	Common Stock, $.50 par value (4000)	4000	Direct
Stock Option (Right to Buy)	$1.00	2007-04-29	Common Stock, $.50 par value (200000)	200000	Direct

Footnotes

F1: This restricted stock award was granted under the Transcat, Inc. 2003 Incentive Plan in a transaction exempt under Rule 16b-3.

F2: Mr. Sassano has elected to defer receipt of 7,866 of these shares, all of which are credited to his participant stock account under the Directors' Stock Plan until the expiration of the deferral period, at which time the shares will be issued pursuant to the terms of his prior election.

F3: These shares are owned by Mr. Sassano's daughter. Mr. Sassano disclaims beneficial ownership of these shares.

F4: These shares are owned by Mr. Sassano's wife as custodian for their minor son. Mr. Sassano disclaims beneficial ownership of these shares.

F5: This non-transferable warrant was previously reported by Mr. Sassano. Mr. Sassano 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.

F6: This option was previously reported by Mr. Sassano. Mr. Sassano can exercise this option in cumulative increments of 50,000 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: 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.