Exhibit 4.1


                       AMENDMENT NO. 2 TO RIGHTS AGREEMENT

     AMENDMENT NO. 2, dated May 6, 2004, (this "Amendment") to that certain
Rights Agreement, dated September 29, 1995, as amended (the "Rights Agreement"),
between TRANSPRO, INC., a Delaware corporation (the "Company") and AMERICAN
STOCK TRANSFER & TRUST COMPANY ("Rights Agent").

     WHEREAS, a Distribution Date pursuant to the Rights Agreement has not
occurred as of the date of this Amendment and the Rights are currently
redeemable; and

     WHEREAS, the Company wishes to cure an ambiguity in the drafting of the
Rights Agreement and change the Final Expiration Date thereof;

     NOW THEREFORE, the parties hereto, intending to be legally bound hereby,
agree to amend the Rights Agreement as follows:

1. The final sentence of Section 27 of the Rights Agreement is hereby deleted in
its entirety and replaced with the following:

     "Notwithstanding anything in this Agreement to the contrary, no supplement
or amendment shall be made at such time as the Rights are not then redeemable
which (i) decreases the stated Redemption Price, (ii) decreases the period of
time remaining until the Final Expiration Date or (iii) modifies a time period
relating to when the Rights may be redeemed."

2. Section 1(k) of the Rights Agreement is hereby deleted in its entirety and
replaced with the following:

     "(k) "Final Expiration Date" shall mean September 30, 2004."

3. This Amendment may be executed in counterparts each of which shall be deemed
to be an original and all of which shall together constitute one and the same
instrument.

4. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Rights Agreement.

                            (signature page follows)


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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first written above.


TRANSPRO, INC.                           AMERICAN STOCK TRANSFER & TRUST COMPANY


By:    /s/ Richard A. Wisot              By:    /s/ Joseph F. Wolf
Name:  Richard A. Wisot                  Name:  Joseph F. Wolf
Title: Vice President                    Title: Vice President



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