SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KLIMASEWSKI ROBERT G (Last) (First) (Middle) C/O TRANSCAT, INC. 35 VANTAGE POINT DRIVE (Street) ROCHESTER NY 14624 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TRANSCAT INC [ TRNS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/04/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.50 par value	11/04/2004		S		56,009	D	$3	5,066(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$2.4062							12/17/2003	12/16/2004	Common Stock, par value $.50 per share	200,000(3)		200,000(3)	D
Warrant (Right to Buy)	$0.97							(4)	08/19/2007	Common Stock, par value $.50 per share	4,000(4)		4,000(4)	D
Warrant (Right to Buy)	$2.31							(5)	08/19/2008	Common Stock, par value $.50 per share	4,000(5)		4,000(5)	D
Warrant (Right to Buy)	$2.88							(6)	08/17/2009	Common Stock, par value $.50 per share	4,000(6)		4,000(6)	D

Explanation of Responses:

1. Mr. Klimasewski has elected to defer receipt 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.

2. The amount of securities beneficially owned by Mr. Klimasewski prior to the reported transaction and reported in his previous report (61,499.84 shares) has been corrected to 61,075 shares to include an additional 295.556 shares credited to him under the Employees' Stock Purchase Plan (prior to his retirement as an employee in March 2002), the adjustment (subtraction of 720 shares) resulting from the inadvertent transposition of two numbers, and the settlement of fractional shares under the Employees' Stock Purchase Plan (.396 shares).

3. This option was previously reported by Mr. Klimasewski.

4. This non-transferable warrant was previously reported by Mr. Klimasewski. Mr. Klimasewski 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 option becomes exercisable on 8/20/06.

5. This non-transferable warrant was previously reported by Mr. Klimasewski. Mr. Klimasewski 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.

6. This non-transferable warrant was previously reported by Mr. Klimasewski. Mr. Klimasewski 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.

Remarks:

	Robert G. Klimasewski	11/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.