SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C. 20549

                SCHEDULE 13G

        Under the Securities Exchange Act of 1934

                        (Amendment No. 1)

                          TRANSPRO INC
- - -----------------------------------------------------------------
              (Name of Issuer)

                COMMON STOCK
- - -----------------------------------------------------------------
          (Title of Class of Securities)

                           893885103
- - -----------------------------------------------------------------
               (CUSIP Number)



Check the following space if a fee is being paid with this
statement / /.  (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7).

* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).



Item 1:   Name of reporting person; S.S. or I.R.S. identification
      no. of above person:

      ZPR INVESTMENT MANAGEMENT INC.

Item 2:   Check the appropriate box if a member of a group:

      (a)

      (b)

Item 3:   SEC use only:

Item 4:   Citizenship or place of organization:

      1642 N. Volusia Avenue
      Orange City, FL 32763

Number of shares beneficially owned by each reporting person
with:

Item 5:   Sole voting power:  0


Item 6:   Shared voting power:  Not Applicable

    
Item 7:   Sole dispositive power:  Not Applicable

     
Item 8:   Shared dispositive power: Not Applicable 

     
Item 9:   Aggregate amount beneficially owned by each reporting
          person:  0

     
Item 10:  Check box if the aggregate amount in row (9) excludes
      certain shares:  / /
    

    
Item 11:  Percent of class represented by amount in row 9:

                    0.00%
Item 12:  Type of reporting person:

      IA

Item 1(a)      Name of Issuer:    

               TRANSPRO INC


Item 1(b)      Address of Issuer's Principal Executive Offices:

               100 GANDO DR
               NEW HAVEN, CT 06513


Item 2(a)      Name of Person Filing: 

           ZPR Investment Management Inc.


Item 2(b)      Address of Principal Business Office, or, if none,
           Residence:

           1642 N. Volusia Avenue
           Orange City, FL 32763
           

Item 2(c)      Citizenship:

           Not Applicable


Item 2(d)      Title of Class of Securities:  

           Common Stock 


Item 2(e)      CUSIP Number:  

               893885103

Item 3         If this statement is filed pursuant to Rules
           13d-1(b) or 13d-2(b), check whether the person
           filing is a:

           (e) /X/ Investment Adviser registered under
            section 8 of the Investment Advisers Act
            of 1940.

Item 4         Ownership.

           The following information is as of December 31,
               1998:

           (a)  Amount Beneficially Owned:

                    0 shares

           (b)  Percent of Class:

                        0.00%

           (c)  Number of shares as to which such person has:

             For information on voting and dispositive
             power with respect to the above listed
             shares, see Items 5-8 of Cover Page.

Item 5         Ownership of Five Percent or Less of a Class:

               If this statement is being filed to report the
               fact that as of the date hereof the reporting
               person has ceased to be the beneficial owner
               of more than five percent of the class of
               securities, check the following /X/.

Item 6         Ownership of More Than Five Percent on Behalf of
           Another Person:

           Not applicable

Item 7         Identification and Classification of the
           Subsidiary which Acquired the Security Being
           Reported on by the Parent Holding Company:

           Not applicable

Item 8         Identification and Classification of Members of
           the Group:

           Not applicable

Item 9         Notice of Dissolution of Group:

           Not applicable


Item 10        Certification:

           Not applicable



                  SIGNATURE

     After reasonable inquiry and to the best of my knowledge and
     belief, I certify that the information set forth in this
     statement is true, complete, and correct.




                                   February 6, 1999
                      (Date)

                      /s/ MAX ZAVANELLI             
                      _____________________________
                      (Signature)



                      Max Zavanelli / President
                      ZPR Investment Management Inc.
                      (Name/Title)
                        

ATTENTION:     Intentional misstatements or omissions of fact
           constitute federal criminal violations (See 18 USC
           1001)