TRANSCAT INC — Director's Dealing 2005

May 2, 2005

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2005-03-26

Reporting Person: HADEED CHARLES P (COO,VP-Finance and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-25	Common Stock, $.50 par value	G	900	—	Disposed	29178	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$1.00	2007-04-29	Common Stock, $.50 par value (50000)	50000	Direct
Stock Option (Right to Buy)	$2.20	2013-10-27	Common Stock, $.50 par value (20000)	20000	Direct
Stock Option (Right to Buy)	$2.89	2014-10-17	Common Stock, $.50 par value (20000)	20000	Direct

Footnotes

F1: Includes 1,298 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan between October 2004 and March 2005.

F2: This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise this option in cumulative increments of 12,500 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.

F3: This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise this option as follows: 6,667 shares on 10/28/04, 6,667 shares on 10/28/05, and 6,666 shares on 10/28/06.

F4: This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise the option as follows: 6,667 shares on 10/18/05, 6,667 shares on 10/18/06, and 6,666 shares on 10/18/07.