TRANSCAT INC — Director's Dealing 2006

Jul 20, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRANSCAT INC (TRNS)
CIK: 0000099302
Period of Report: 2006-07-18

Reporting Person: PALMER HARVEY J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-07-18	Common Stock, $.50 par value	M	4000	$2.00	Acquired	64913	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-07-18	Warrant (Right to Buy)	$2.00	M	4000	Disposed	2006-08-21	Common Stock, par value $.50 per share (4000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Warrant (Right to Buy)	$4.26	2010-08-16	Common Stock, par value $.50 per share (4000)	4000	Direct

Footnotes

F1: Dr. Palmer has elected to defer receipt of 5,466 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 Dr. Palmer.

F3: This non-transferable warrant was previously reported by Dr. Palmer. Dr. Palmer 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 warrant becomes exercisable on 8/20/06.

F4: This non-transferable warrant was previously reported by Dr. Palmer. Dr. Palmer can exercise this warrant pro rata with respect to one-third of the shares subject to the warrant on the first, second and third anniversaries of the 8/20/03 grant date.

F5: This non-transferable warrant was previously reported by Dr. Palmer. Dr. Palmer can exercise this warrant pro rata with respect to one-third of the shares subject to the warrant on the first, second and third anniversaries of the 8/18/04 grant date.

F6: This non-transferable warrant was previously reported by Dr. Palmer. Dr. Palmer can exercise this warrant pro rata with respect to one-third of the shares subject to the warrant on the first, second and third anniversaries of the 8/17/05 grant date.