TRANSCAT INC — Director's Dealing 2005

Jun 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2005-05-31

Reporting Person: SMITH JOHN T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-31	Common Stock, $.50 par value	P	100	$4.83	Acquired	9300	Direct
2005-06-01	Common Stock, $.50 par value	P	1850	$4.7774	Acquired	11150	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.50 par value	5466	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: These shares are owned jointly by Mr. Smith and his wife.

F2: This non-transferable warrant was previously reported by Mr. Smith. Mr. Smith 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.

F3: This non-transferable warrant was previously reported by Mr. Smith. Mr. Smith 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.