As filed with the Securities and Exchange Commission on ~~December 16, 1997 REGISTRATION NO. 333-~~ July 23, 2008

Registration No. 333-152392

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 ~~------------------~~

AMENDMENT NO. 1
To

FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 ~~TRANSMATION,~~

TRANSCAT, INC. ~~(Exact~~

(Exact name of ~~Registrant~~registrant as specified in its charter) OHIO 16-0874418 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 10 VANTAGE POINT DRIVE ROCHESTER, NEW YORK


Ohio		16-0874418
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

35 Vantage Point Drive
Rochester, New York 14624 ~~(716)~~
(585) 352-7777 ~~(Address,~~
(Address, including zip code, and telephone number, including area code, of ~~Registrant's~~registrant’s principal
executive offices) ROBERT G. KLIMASEWSKI PRESIDENT AND CHIEF EXECUTIVE OFFICER TRANSMATION, INC. 10 VANTAGE POINT DRIVE ROCHESTER, NEW YORK

Charles P. Hadeed
President, Chief Executive Officer and Chief Operating Officer
Transcat, Inc.
35 Vantage Point Drive
Rochester, New York 14624 ~~(716)~~
Tel: (585) 352-7777 ~~(Name,~~
Fax: (585) 352-7788
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: ~~Susan Mascette Brandt,~~
James M. Jenkins, Esq.
Harter Secrest & Emery ~~700 Midtown Tower~~ LLP
1600 Bausch & Lomb Place
Rochester, New York ~~14604-2070 (716)~~14604
Tel: (585) 232-6500 ~~APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.~~
Fax: (585) 232-2152

Approximate date of commencement of proposed sale to the public:From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~ 2o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ~~[X]~~þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~o

If ~~delivery of~~this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the ~~prospectus is expected to be made~~Commission pursuant to Rule ~~434, please~~462(e) under the Securities Act, check the following box. ~~[ ]~~ o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ
(Do not check if a smaller reporting company)

Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of each class

Proposed maximum

of securities to be

Amount to be

offering price

aggregate offering

Amount of

registered

per share

price

registration fee

Common Stock, par value $.50 per share

247,906

6.53

1,618,827

63.62

================================================================================================================================ Proposed Maximum Proposed Maximum Amount

(1)		Pursuant to Rule 457(c) of ~~Title~~the Securities Act of Shares Amount to Offering Price Aggregate Offering Registration to be Registered be Registered per Share (1) Price (1) Fee - -------------------------------------------------------------------------------------------------------------------------------- ~~Common Stock, par 762,524 $8.125 $6,195,508 $1,878 value $.50~~1933, the proposed maximum offering price per share ~~================================================================================================================================~~ and the proposed maximum aggregate offering price have been computed on the basis of $6.53 per share, the average of the high and low sales prices of the common stock of the registrant reported on the NASDAQ Capital Market on July 15, 2008.

(1) Estimated in accordance with Rule 457(c), based on the average of the high and low sales prices per share as of December 10, 1997, solely for the purpose of calculating the registration fee.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance withSection 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 3 SUBJECT TO COMPLETION, DATED DECEMBER 16, 1997 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS

TABLE OF CONTENTS


INFORMATION CONTAINED IN THIS PROSPECTUS			i
SUMMARY			1
RISK FACTORS			8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			8
USE OF PROCEEDS			8
SELLING SHAREHOLDER			8
PLAN OF DISTRIBUTION			10
LEGAL OPINION			10
EXPERTS			10
WHERE YOU CAN FIND MORE INFORMATION			11
INCORPORATION BY REFERENCE			11

INFORMATION CONTAINED IN THIS PROSPECTUS

In this prospectus, “Transcat,” “the company,” “we,” “us” and “our” refer to Transcat, Inc., an Ohio corporation, ~~("Transmation" or~~and its subsidiary, taken as a whole, unless the ~~"Company"), offered hereby (the "Shares") are being offered for~~context otherwise requires. In this prospectus, the account of a certain shareholder of the Company (the "Selling Shareholder"). The Company will receive none of the proceeds from the sale of the Shares. The Common Stock is listed on the Nasdaq National Market System (the "Nasdaq") under the symbol "TRNS." On December 10, 1997, the closing price of the Common Stock on the Nasdaq was $8.00 per share. The Shares may be sold by the Selling Shareholder in transactions on the Nasdaq at prices and on terms related“Securities Act” refers to the then current market price of the Common Stock, in privately negotiated transactions at such prices as may be agreed upon, or in a combination of such methods of sale. In connection with any sales, the Selling Shareholder and any brokers or dealers participating in such sales may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as ~~amended (the "Securities Act"). See "Plan~~amended.

We have not authorized any dealer, salesperson or other person to give you any information or to make any representations to you, other than those contained or incorporated by reference in this prospectus, in connection with the offer contained in this prospectus and, if given or made, you should not rely on such information or representations as having been authorized by us.

This prospectus does not constitute an offer to sell, or a solicitation of ~~Distribution." The Company will pay all fees and expenses incident~~an offer to ~~the registration of the Shares~~buy, securities other than those specifically offered hereby ~~other than the following expenses which will be borne by the Selling Shareholder: discounts and commissions payable~~or of any securities offered hereby in any jurisdiction where, or to ~~brokers~~any person to whom, it is unlawful to make such offer or ~~dealers~~solicitation. The information contained in ~~respect of sales~~this prospectus speaks only as of the Shares, stock transfer taxes and (except to the extent covered by a certain expense reimbursement obligation of the Company) the expenses of the Selling Shareholder's counsel, accountants and other advisors. See "Plan of Distribution" and "Selling Shareholder." SEE "RISK FACTORS" STARTING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED BY PROSPECTIVE INVESTORS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this ~~Prospectus is ________, 1997.~~ 4 NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. AVAILABLE INFORMATION The Company is subjectprospectus unless the information specifically indicates that another date applies.

This prospectus has been prepared based on information provided by us and by other sources that we believe are reliable. In addition, this prospectus summarizes certain documents and other information in a manner we believe to be accurate, but we refer you to the ~~informational requirements~~actual documents, if any, for a more complete understanding of the ~~Securities Exchange Act~~documents that we discuss in this prospectus. In making a decision to invest in our common stock, you must rely on your own examination of ~~1934,~~the company and the terms of the offering and the common stock, including the merits and risks involved.

We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus as ~~amended (the "Exchange Act"),~~well as additional information described under “Incorporation by Reference” before deciding to invest in shares of our common stock.

We are not making any representation to you regarding the legality of an investment in our common stock by you. You should not consider any information in this prospectus to be legal, business, tax or other advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in ~~accordance therewith files~~our common stock.

SUMMARY

The following summary highlights information about the offering of common stock covered by this prospectus, but it may not contain all of the information that is important to you. You should read the entire prospectus carefully, including our financial statements incorporated by reference from the annual and quarterly reports ~~proxy statements and other information~~we have filed with the Securities and Exchange ~~Commission (the "Commission"~~Commission. You should also read “Risk Factors” beginning on page 8 for more information about important risks that you should consider before investing in our common stock.

Our Company

Transcat is a leading global distributor of professional grade test and measurement instruments and a provider of calibration, 3-D metrology and repair services primarily to the life science, manufacturing, utility and process industries. We conduct our business through two segments: distribution products (“distribution products” or “Product”) and calibration services (“calibration services” or “Service”). ~~Reports, proxy statements~~

Through our distribution products segment, we market and distribute national and proprietary brand instruments to approximately 12,500 global customers. Our product catalog (“Master Catalog”) offers access to more than 25,000 test and measurement instruments, including: calibrators, insulation testers, multimeters, pressure and temperature devices, oscilloscopes, recorders and related accessories, from over 200 of the industry’s leading manufacturers including Agilent, Fluke, GE, Emerson, and Hart Scientific. In addition, we are the exclusive worldwide distributor for Transmation and Altek products. The majority of the instrumentation we sell requires expert calibration service to ensure that it maintains the most precise measurements.

Through our calibration services segment, we offer precise, reliable, fast calibration, 3-D metrology and repair services. As of the end of our fiscal year ended March 29, 2008, (“fiscal year 2008”), we operated eleven calibration laboratories (“Calibration Centers of Excellence”) strategically located across the United States, Puerto Rico, and Canada servicing approximately 8,000 customers. Each of our Calibration Centers of Excellence is ISO-9001:2000 and we have adopted one of the broadest scopes of accreditation in the industry, achieving several international levels of quality, consistency and reliability. See “Calibration Services Segment” below for more information.

CalTrak^®, our proprietary documentation and asset management system, is used to manage the workflow at our Calibration Centers of Excellence. Additionally, CalTrak-Online provides our customers direct access to calibration certificates, calibration data, and access to other key documents required in the calibration process. CalTrak^® has been validated to U.S federal regulation 21CFR 820.75, which is important to the life science industry, where federal regulations are particularly stringent.

At Transcat, our attention to quality goes beyond the products and services we deliver. Our sales, customer service and support teams stand ready to provide expert advice, application assistance and technical support wherever and whenever our customers need it. Since calibration is an intangible service, we believe that our customers trust the integrity of our people and processes which form the foundation of our relationships with our customers.

Among our customers, and representing approximately 33% of our consolidated revenue, are Fortune 500/Global 500 companies, including Wyeth, Johnson & Johnson, DuPont, Exxon Mobil, Dow Chemical, and Duke Energy. Transcat has focused on the life science, manufacturing, utility and process markets since its founding in 1964. The life science industry, as we define it, includes pharmaceutical and biotechnology companies, medical device manufacturers, and healthcare service providers. The process industry has been and continues to be the foundation of our business competency. The process industry, as we define it, includes petroleum refining, chemical, water treatment, industrial power, steel, petrochemical, gas and pipeline, textile, pulp and paper, food and dairy companies.

Distribution Products Segment

Our customers use test and measurement instruments to ensure that their processes, and ultimately their end product(s), are within specification. Utilization of such diagnostic instrumentation also allows for continuous improvement processes to be in place, increasing the accuracies of their measurements. The industrial distribution products industry for test and measurement instrumentation, in those geographic markets where we predominately operate, is serviced by broad based national distributors and niche or specialty-focused organizations such as Transcat.

Most industrial customers find that maintaining an in-house inventory of back-up test and measurement instruments is cost prohibitive. As a result, the distribution of test and measurement instrumentation has traditionally been characterized by frequent, small quantity orders combined with a need for rapid, reliable, and complete order fulfillment. The purchasing decision is generally made by plant engineers, quality managers, or their purchasing personnel. Products are generally purchased from more than one distributor.

The majority of our products are not consumables, but are purchased as replacements, upgrades, or for expansion of manufacturing and research and development facilities. Our catalog and sales activities are designed to maintain a constant presence in front of the customer to ensure we receive the order when they are ready to purchase. As a result, we evaluate revenue trends over at least a four quarter cycle as any individual months’ revenue can be impacted by numerous factors, many of which are unpredictable and potentially non-recurring.

We believe that a distribution product customer chooses a distributor based on a number of different criteria including the timely delivery and the accuracy of orders, consistent product quality, value added services and price. Value added services include providing technical support to insure our customer receives the right product for their specific need through application knowledge and product compatibility. We also provide calibration of product purchases, on-line procurement, same day shipment of products for in-stock items, a variety of custom product offerings and training programs. Our customers also get the operational efficiency of dealing with one distributor for most or all of their product needs.

Our distribution products segment accounted for approximately 67% of our consolidated revenue in fiscal year 2008. Within the distribution products segment, our routine business is comprised of customers who place orders to acquire or to replace specific instruments, which range from less than $250 to $100,000 per order, with an average of approximately $1,500 per order.

Through our comprehensive Master Catalog, supplemental catalogs, website, opt-in email newsletter, and other ~~information filed by the Company with the Commission can be inspected~~direct sales and ~~copied~~marketing programs, we offer our customers a broad selection of highly recognized branded products at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7 World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained from the Commission at prescribed rates through its Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549.competitive prices. The Commission maintains a Website (http://www.sec.gov) that contains reports, proxy statements and other information required of registrants, such as the Company, that file electronically with the Commission. The Company has filed with the Commission a Registration Statement on Form S-3 under the Securities Act with respect to the Common Stock offered hereby (including all amendments or supplements thereto, the "Registration Statement"). This Prospectus, which forms a part of the Registration Statement, does not contain all the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. Statements contained herein concerning the provisions of certain documents are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. 5 THE COMPANY Transmation, Inc., an Ohio corporation organized in 1964, is primarily engaged in the sale and distribution, development, manufacture and service of electronic instrumentation which is used principally for measurement, indication and transmission of information. The principal products sold and serviced by Transmation fall within two main categories: - Test, measurement and calibration equipment - Instruments used for calibrating, measuring and testing many physical parameters in industry and science. These products are manufactured by Transmation or by other manufacturers and are distributed and serviced by Transmation. - Process monitoring instrumentation - A line of instrumentation which measures low level signals, proportional to some parameter such as temperature, and then amplifies the measurement to permit transmission to a receiving device which may be used to alter the process or trigger an alarm. Certain of these products may be used to monitor one or more points of a process by multiplexing information into one or more digital devices. These products are manufactured, distributed and serviced by Transmation. Products and services soldinstruments typically range in price from $250 to over $25,000.

During fiscal year 2008, we distributed approximately ~~$100 for a single calibration service~~1.1 million pieces of direct marketing materials including catalogs, brochures, supplements and other promotional materials, of which approximately 665,000 were distributed to ~~more than $200,000 for a large multiplexing system.~~customer contacts and approximately 450,000 were distributed to potential customer contacts. Some of the key factors that determine the number of catalogs and other direct marketing materials received by each customer include new product introductions, their market segments and the timing, frequency and monetary value of past purchases.

The ~~principal market for Transmation's~~majority of our product sales are derived from direct mail and on-line marketing. Our Master Catalog consists of approximately 700 pages of products ~~and services is within the process industry and is primarily directed~~relevant to the ~~petroleum refining~~life science, manufacturing, utility and ~~chemical manufacturing industries, and secondarily~~process industries. We distribute our Master Catalog to the pulp and paper, gas pipeline and primary metals industries. Transmation's sales are accomplished through a catalog distribution division, the Transcat/EIL Division ("Transcat/EIL"), a manufacturing division, the Instrument Division, a manufacturing subsidiary, Altek Industries Corp. ("Altek"), and four foreign sales subsidiaries. Sales of test, measurement and calibration equipment and services are principally made through Transcat/EIL, which sells through a catalog distributed toapproximately 89,000 existing and prospective customers ~~and through direct salespeople in selected locations~~ in the United States and ~~Canada. Transcat/EIL sells Transmation-manufactured~~Canada typically every 12 months. The Master Catalog provides standard make/model and related information and is also available in an electronic format upon request and on-line on our website. Our new customer acquisition program utilizes smaller catalog supplements that feature new products, promotions, or specific product categories. The catalog supplements are launched at varying periods throughout the year; the publications are mailed to approximately 1.0 million customers and targeted prospects.

Our website provides advanced product search features and downloadable product specification sheets for our current and prospective customers. Recent updates to our website include a redesign for search engine optimization, streamlined order entry and the unique ability to add an accredited calibration of test equipment to an order. As a result of these efforts, traffic to our website has increased more than three-fold over the past two years.

The distribution product markets we serve are highly competitive. Competition for sales in distribution products is quite fragmented and ranges from large national distributors and manufacturers to small local distribution organizations. Key competitive factors typically include customer service and support, quality, turn around time, inventory availability, product brand name, and price. To address our customers’ needs for technical support and product application assistance, and to differentiate ourselves from competitors, we employ a staff of highly trained technical application specialists. To maintain our competitive position with respect to such products and ~~resells~~services, we continually demonstrate our commitment to our customers by providing technical training for our employees in the areas described above.

We believe that effective purchasing is a key element to maintaining and enhancing our position as a provider of high quality test and measurement instruments. We frequently evaluate our purchase requirements and suppliers’ offerings to obtain products at the best possible cost. We obtain our products from more than 230 suppliers of brand name and private labeled equipment. In fiscal year 2008, our top 10 vendors accounted for approximately ~~200 other manufacturers through~~73% of our aggregate business. Approximately 31% of our product purchases on an annual ~~catalog,~~basis are from Fluke Electronics Corporation (“Fluke”), which ~~is currently~~we believe to be consistent with Fluke’s share of the markets we service.

We plan our product mix to best serve the anticipated needs of our customers whose individual purchases vary in size. We can usually ship our customers our top selling products the same day they are ordered. During fiscal year 2008, approximately ~~550 pages. To date, more than one million catalogs have been distributed through this part~~88% of ~~Transmation's~~orders for our top selling products were filled with inventory items already in stock. Our distribution operations take place within an approximate 27,000 square-foot facility located in Rochester, New York. This location serves as our corporate headquarters and also houses our customer service, sales and ~~marketing effort.~~administrative functions as well as a calibration laboratory. Approximately 32,000 product orders are shipped from this facility annually.

We distribute our products throughout North America and internationally from our distribution center in Rochester, New York. We maintain appropriate inventory levels in order to satisfy anticipated customer demand for prompt delivery and complete order fulfillment of their product needs. These inventory levels are managed on a daily basis with the aid of our sophisticated purchasing and stock management information system. Our automated laser bar code scanning facilitates prompt and accurate order fulfillment and freight manifesting.

In addition to our direct end-user customers, we also sell products to resellers who then sell to end-users. Our sales to resellers are typically at a lower gross margin than sales to direct customers and therefore the ~~annual catalog, Transcat/EIL makes periodic mailings~~percentage of reseller sales to total revenue in any given period can have an impact on our overall gross profit margin. We believe that these resellers have access, through their existing ~~and prospective~~relationships, to end-user customers to ~~spur additional~~whom we do not market directly.

Since fiscal year 2002, we have been the exclusive worldwide distributor of Altek and Transmation branded products. In exchange for exclusive distribution rights, we committed to purchase a minimum amount of Altek and Transmation products from Fluke. Our purchases for calendar year 2007, as in every calendar year since 2002, exceeded the commitment. By its terms, the exclusivity agreement terminated on December 31, 2007. Fluke has agreed to extend the exclusivity agreement through December 31, 2008 while we negotiate a new agreement beyond calendar year 2008. The minimum amount of purchases for calendar year 2008 is $4.0 million, which we believe will be achieved based on historical sales trends. In the event that Transcat fails to make the required purchases, it may lose its right to be the exclusive worldwide distributor.

Calibration Services Segment

Calibration is the act of comparing a unit or instrument of unknown value to a standard of known value and reporting the result in some rigorously defined form. After the calibration has been completed, a decision is made, again based on rigorously defined parameters, on what is to be done to the unit to conform with the required standards or specifications. The decision may be to adjust, optimize or repair a unit; limit the use, range or rating of a unit; scrap the unit; or leave the unit as ~~well as~~is. The purpose of calibration is to ~~generate names for future catalog~~significantly reduce the risk of product or ~~product mailings. In addition to catalog sales, Transmation engages in direct sales of test, measurement and~~process failures caused by inaccurate measurements.

The billion-dollar commercial calibration ~~equipment and~~ services as well as process monitoring instrumentation. The Company employs over 40 direct sales people in Transcat/EIL and four sales managers in the Instrument Division and Altek. Three sales people are employed in Australia to manage Far Eastern sales representative or distributor organizations and to direct sell in Australia. The Company also maintains one regional sales manager in Singapore. In addition, the Company has arrangements with approximately 80 sales representative and distributor organizations, each employing one or ~~6 more sales engineers, located in other areas of concentrated demand for Transmation's products~~industry in the United States ~~Canada,~~is extremely fragmented with companies ranging from nationally accredited organizations, such as Transcat, to non-accredited, sole proprietors as well as companies that perform their own calibrations in-house. Our typical customer contact is a technically knowledgeable individual, employed in a mid- to high level quality, engineering or manufacturing position.

Within the ~~Far East, Central~~calibration industry, there is a broad array of measurement disciplines making it costly and ~~South America, Australia,~~inefficient for any one provider to invest the ~~Middle East~~needed capital for facilities, equipment and ~~Eastern~~uniquely trained personnel necessary to perform all calibrations in-house. Our strategy, within our calibration services segment, has been to focus our investments in the core electrical, temperature, pressure and ~~Western Europe.~~dimensional disciplines. Accordingly, in servicing our customers’ calibration needs in these highly technical disciplines, we have historically subcontracted to outside vendors, including those with unique or proprietary capabilities, 15% to 20% of the instruments we receive from customers for calibration. These ~~sales representatives~~vendor relationships have enabled us to continue our pursuit of having the broadest calibration offerings to these targeted markets.

We believe calibration sourcing decisions are based on quality, customer service, turn-around time, location, documentation, price, and ~~distributors~~a one-source solution. Our success with customers who value quality is based on the trust they have in the integrity of our people and processes.

Transcat’s calibration strategy encompasses two methods to manage a customer’s calibration and repair needs:

If a company wishes to outsource its calibration needs, we offer an “Integrated Calibration Services Solution” that provides a complete wrap-around service:

	•		Program management;

	•		Calibration;

	•		Logistics; and

	•		Consultation services.

If a company has an in-house calibration operation, we can provide:

	•		Calibration of primary standards;

	•		Overflow capability either on-site or at one of our Calibration Centers of Excellence during periods of high demand; and

	•		Consultation and training services.

In either ~~promote Transmation's products~~case, we strive to have the broadest accredited calibration offering to our targeted markets which includes certification of our technicians pursuant to the American Society for Quality (“ASQ”) standards, complete calibration management encompassing the entire metrology function, and access to our service offerings.

Overall, the calibration services market is aligned with our strategic focus on ~~a commission basis or purchase them from Transmation at a discount~~quality accreditations. We believe our calibration services are of the highest technical and ~~resell to end users at a gross price. The Company's Transcat/EIL CalXPress operations, which are ISO 9002 registered, provide~~quality levels, with broad ranges of accreditation and registration.

Our calibration services segment provides periodic calibration, 3-D metrology and repair services for our customers’ test and measurement instruments. We perform over 125,000 in-house calibrations annually. These are performed at our eleven Calibration Centers of Excellence or at the customer’s location. During fiscal year 2008, services completed by our Calibration Centers of Excellence represented approximately 80% of our calibration services segment revenue, while 18% of the revenue was derived from calibration services that were subcontracted to outside vendors. Our calibration services segment accounted for approximately 33% of our total fiscal year 2008 consolidated revenue.

The calibration services industry has its origins in the military. Approximately 60% of our calibration technicians and laboratory managers received metrology training in the military or have had calibration experience with the military prior to joining Transcat. In addition, 20% of our calibration technicians and laboratory managers have earned the Certified Calibration Technician designation issued by the ASQ.

Calibration improves an operation’s maximum productivity and efficiency by assuring accurate, reliable instruments and processes. Through our calibration services segment, we perform periodic calibrations on new and used instruments as well as repair services for our customers. All of our Calibration Centers of Excellence provide accredited calibration of common measurement parameters.

We utilize our Master Catalog, supplements, mailings, journal advertising, trade shows, and the Internet to market our calibration services to customers ~~owning instrumentation manufactured~~and prospective customers with a strategic focus in the highly regulated industries including life science, manufacturing, utility and process. Our quality process and standards are designed to meet the needs of companies that are highly regulated (e.g., the Food and Drug Administration), and/or have a strong commitment to quality and a comprehensive calibration program.

The calibration outsource industry is highly fragmented and is composed of companies ranging in size from non-accredited, sole proprietors to internationally recognized and accredited corporations, such as Transcat, resulting in a tremendous range of service levels and capabilities. A large percentage of calibration companies are small businesses that provide only basic measurements and service markets in which quality requirements may not be as demanding as the markets that we strategically target. Very few of these companies are structured to compete on the same scale and level of quality as us. There are also several competitors with whom we compete who have national or regional operations. Certain of these competitors may have greater resources than we have and some of them have accreditations that are similar to ours. We differentiate ourselves from our competitors by ~~others~~demonstrating our commitment to quality and by ~~Transmation. At September 30, 1997, there were Transcat/EIL CalXPress facilities~~having a wide range of capabilities that are tailored to the markets we serve. Customers also see the value in ~~16 locations~~using CalTrak-Online to monitor their instrument’s status. We are also fundamentally different from most of our competitors because we have the ability to bundle product, calibration and repair as a single source for our customers.

The accreditation process is the only system currently in existence that assures measurement competence. Each of our laboratories is audited and reviewed by external accreditation bodies proficient in the technical aspects of the chemistry and physics that underlie metrology, ensuring that measurements are properly made. Accreditation also requires that all standards used for accredited measurements have a fully documented path, known as the traceability chain, either directly or through other accredited laboratories, back to the national or international standard for that measurement parameter. This ensures that our measurement process is consistent with the global metrology network that is designed to standardize measurements worldwide.

To ensure the quality and consistency of our calibrations for our customers, we have sought and achieved several international levels of quality and accreditation. Our calibration laboratories are ISO 9001:2000 registered through Underwriter’s Laboratories, which itself has international oversight from the ANSI-ASQ National Accreditation Board. We believe our scope of accreditation to ISO/IEC 17025 to be the broadest for the industries we serve. The accreditation process also ensures that our calibrations are traceable to the National Institute of Standards and Technology or the National Research Council (these are the National Measurement Institutes for the United States and Canada, respectively), or to other national or international standards bodies, or to measurable conditions created in our laboratory, or accepted fundamental and/or natural physical constants, ratio type of calibration, or by comparison to consensus standards. Our laboratories are accredited to ISO/IEC 17025 and ANSI/NCSL Z540-1-1994 using two of the four accrediting bodies (“AB’s”) in the United States that are signatories

to the International Laboratory Accreditation Cooperation (“ILAC”). These two AB’s are: American Association for Laboratory Accreditation and ~~Canada.~~National Voluntary Laboratory Accreditation Program. These AB’s provide an objective, third party, internationally accepted evaluation of the quality, consistency, and competency of our calibration processes.

The ~~Company's two manufacturing operations, both located in Rochester, New York, primarily develop, manufacture~~importance of this international oversight, ILAC, to our customers is the assurance that our documents will be accepted worldwide, removing one of the barriers to trade that they may experience if using a non-ILAC traceable calibration service provider.

CalTrak^® and ~~sell electronic~~CalTrak-Online are our proprietary metrology management systems that provide a comprehensive calibration quality program. Many of our customers have unique calibration service requirements to which we have tailored specific services. CalTrak-Online allows our customers to track calibration cycles via the Internet and ~~pneumatic instrumentation~~provides our customers with a safe and secure off-site archive of calibration records that can be accessed 24 hours a day. Access to records data is managed through our secure password protected website. Calibration assets are tracked with records that are automatically cross-referenced to the equipment that was used to ~~calibrate and test instrumentation used primarily~~calibrate. CalTrak^® has also been validated to meet the most stringent requirements within the industry.

Risk Factors

An investment in our common stock is highly speculative. You should read the process industries. The Instrument Division's facility has ISO 9001 registration. The Company's value added operations, which customize, modify and repair analog gauges, are located in Dayton, Ohio, Buffalo, New York and Baltimore, Maryland. Since the“Risk Factors” section beginning of the last fiscal year, Transmation has expanded its business through two acquisitions: ALTEK ACQUISITION. In April 1996 the Company acquired all of the stock of Altek, a manufacturer of electronic calibration equipment, for cash and notes aggregating $4.8 million, and 300,000 shares of Common Stock. As a resulton page 8 of this ~~acquisition,~~prospectus (along with other matters and documents referred to and incorporated by reference in this prospectus) to ensure that you understand the ~~Company's sales have increased by more than $5 million annually. EIL ACQUISITION. In April 1997 the Company acquired substantially all~~risks associated with a purchase of ~~the assets of the Sales~~our common stock.

Our Contact Information and Service Division of E.I.L. Instruments, Inc., a distributor and servicer of electronic test, measurement and calibration instrumentation, for $22 million in cash and the value of certain assumed liabilities (subject to post-closing adjustment). As a result of this acquisition, the Company has added a significant base of potential new customers, a value added meter modification business and several new product lines, and has significantly increased its overall capabilities to provide repair, calibration and certification services. Transmation's future performance will depend substantially on its ability to integrate and manage its acquired businesses and operations, to respond to competitive developments, to further develop markets for its products and services, to anticipate future customer needs and to provide solutions for customers in a timely, cost-effective manner. The Company'sWebsite

Our principal executive offices are located at 1035 Vantage Point Drive, Rochester, New York 14624. ~~Its~~Our telephone number is ~~(716)~~(585) 352-7777. ~~FORWARD-LOOKING STATEMENTS~~Our website address is:www.transcat.com. Except for any documents that are incorporated by reference into this prospectus that may be accessed from our website, the information on our website is not part of this prospectus.

Selling Shareholder

On April 3, 1996, we acquired all of the outstanding shares of Altek Industries Corp. from E. Lee Garelick and another seller. As part of the purchase price, we issued an aggregate of 170,000 shares of our common stock to Mr. Garelick. We delivered 56,666 shares to Mr. Garelick at closing and the balance of 113,334 shares were issued to him on February 11, 1997. On July 22, 1997, we distributed additional shares of our common stock to all of our shareholders in a 2-for-1 stock split in the form of a stock dividend. As a result, Mr. Garelick received an additional 170,000 shares of our common stock, for an aggregate of 340,000 shares. Since 1996, Mr. Garelick has gifted 139,000 of such shares of our common stock.

Mr. Garelick, who served as a member of our board of directors since June 1996, retired from the board on May 6, 2008. As a result of Mr. Garelick’s retirement from the board, we have agreed to register the shares covered by this prospectus.

This ~~Prospectus~~prospectus is part of a registration statement that we have filed to enable Mr. Garelick to resell up to 247,906 shares of our common stock. This amount includes the 201,000 shares of the total number of shares he received in connection with our acquisition of Altek Industries Corp. (as adjusted for the July 22, 1997 2-for-1 stock split) and an additional 46,906 shares held by Mr. Garelick, which includes shares held by Mr. Garelick prior to April 3, 1996 and shares acquired since that date under the Transcat, Inc. Amended and Restated Directors’ Warrant Plan and the Transcat, Inc. Directors’ Stock Plan. We are not contractually obligated to file such registration statement on his behalf.

RISK FACTORS

You should consider carefully all of the information set forth in this prospectus and the documents incorporated ~~herein~~ by reference ~~may contain forward- looking statements based~~herein, unless expressly provided otherwise, and, in particular, the risk factors described in our Annual Report on ~~current expectations, estimates~~Form 10-K for the year ended March 29, 2008, which are incorporated by reference into this prospectus, and ~~projections about Transmation's industry, management's beliefs~~certain of our other filings with the Securities and ~~assumptions made~~Exchange Commission. The risks described in any document incorporated by ~~management. Words such as "antici- 2~~ 7 pates," "expects," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. These statementsreference herein are not ~~guarantees~~the only ones we face, but are considered to be the most material. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business or cause the value of our common stock to drop. In addition, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical facts, the statements in this prospectus are ~~subject to certain risks, uncertainties~~forward-looking statements. Forward-looking statements are merely our current predictions of future events. Such statements can be identified by the use of forward-looking terminology such as “may,” “expect,” “intend,” “estimate,” “anticipate,” or “believe” or similar or comparable terminology. These statements are inherently uncertain, and ~~assumptions that are difficult to forecast. Therefore,~~ actual ~~results may~~events could differ materially from our predictions. Important factors that could cause actual events to vary from our predictions include those ~~expressed or forecast~~referred to under the heading “Risk Factors” in any such forward-looking statements. Such risks and uncertainties include, in addition to those set forth herein under "Risk Factors," those noted in the documents incorporated herein by reference. Transmation undertakesthis prospectus. We assume no obligation to update ~~publicly~~our forward-looking statements to reflect new information or developments. We urge readers to review carefully the risk factors referred to this prospectus and the other documents that we file with the Securities and Exchange Commission. You can read these documents at the Securities and Exchange Commission’s website atwww.sec.gov, under our company name or our CIK number: 0000099302.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. RISK FACTORS PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH BELOW, IN ADDITION TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, IN EVALUATING AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY. INTEGRATION OF ACQUISITIONS AND MANAGEMENT OF GROWTH. Since April 1, 1996,otherwise, or to reflect any events or circumstances after the ~~Company has acquired one manufacturing business~~date of this prospectus or the date of any applicable prospectus supplement, except as required by law. Although we believe that our plans, intentions and ~~one business engaged~~expectations reflected in the distribution and service of products. See "The Company." This has resulted in a 150% increase in the Company's work force, the addition of one manufacturing facility, the addition of three value added operations and the addition of ten service facilities. The Company is in the process of integrating the acquired operations and efforts are underway to assimilate into Transmation the products and services formerly sold independentlyor suggested by the acquired businesses, their operations, corporate cultures, product lines, personnel, management information systems, financial control systems, facilities infrastructure and customer relationships. There can be no assurance thatforward-looking statements made are reasonable, ultimately we may not achieve such plans, fulfill such intentions or meet such expectations.

USE OF PROCEEDS

The selling shareholder is selling the ~~Company~~shares of common stock covered by this prospectus. We will ~~be successful in these efforts. If~~not receive any proceeds from sales of the ~~Company is unable to integrate and manage~~common stock covered by this prospectus.

SELLING SHAREHOLDER

On April 3, 1996, we acquired all of the ~~elements~~outstanding shares of ~~these acquisitions effectively~~Altek Industries Corp. from E. Lee Garelick and ~~efficiently, it could~~another seller. As part of the purchase price, we issued an aggregate of 170,000 shares of our common stock to Mr. Garelick. We delivered 56,666 shares to Mr. Garelick at closing and the balance of 113,334 shares were issued to him on February 11, 1997. On July 22, 1997, we distributed additional shares of our common stock to all of our shareholders in a 2-for-1 stock split in the form of a stock dividend. As a result, Mr. Garelick received an additional 170,000 shares of our common stock, for an aggregate of 340,000 shares. Since 1996, Mr. Garelick has gifted 139,000 of such shares of our common stock.

This prospectus is part of a ~~material adverse effect~~registration statement that we have filed to enable Mr. Garelick to resell up to 247,906 shares of our common stock. This amount includes the 201,000 shares of the total number of shares he received in connection with our acquisition of Altek Industries Corp. (as adjusted for the July 22, 1997 2-for-1 stock

split) and an additional 46,906 shares held by Mr. Garelick, which includes shares held by Mr. Garelick prior to April 3, 1996 and shares acquired since that date under the Transcat, Inc. Amended and Restated Directors’ Warrant Plan and the Transcat, Inc. Directors’ Stock Plan. We are not contractually obligated to file such registration statement on his behalf.

The following table presents information regarding the ~~Company's business, prospects, results~~shares of ~~operations~~our common stock that are owned by the selling shareholder and ~~financial condition. In addition, if~~ the ~~Company continues~~shares that he may offer and sell from time to ~~experience rapid growth, a significant strain may be placed on its financial, management~~time under this prospectus. The term “selling shareholder” includes Mr. Garelick, as well as his transferees, pledgees, donees and other ~~resources.~~successors. The Company's ability to manage growth effectively will require it to continue to improve its operational and financial control systems, infrastructure and management information systems, and to attract, train, motivate, manage and retain key employees. There can be no assurancetable assumes that the ~~Company~~selling shareholder will be successful in doing so. If the Company is not able to manage growth effectively, there could be a material adverse effect on the Company's business, prospects, results of operations and financial condition. COMPETITION. The market to which the Company sells the products it manufactures is highly competitive, and the Company expects that competition will increase in the future. Failure to keep pace with rapid technological advances, which characterize the industry, could adversely affect the Company's competitive position with respect to the products it manufactures and the way it distributes its products. In its manufacturing operations, the Company competes on the basis of price, performance, inventory availability, quality, reliability and customer service and support. To maintain its competitive position with respect to manufactured product, the Company must continue to develop new products, periodically enhance its existing products, 3 8 reduce its cost of manufacturing such products, maintain the quality of its products and compete effectively in the areas described above. Although the Company believes that its products are competitive in each of the above-described areas, there can be no assurance that existing or future competitors, some of which have greater financial resources than the Company, will not introduce comparable or superior products incorporating more advanced technology at lower prices. The Company's competitors are numerous, ranging from large corporations to many relatively small and highly specialized firms. Although no single company competes insell all of the ~~Company's product markets,~~shares offered under this prospectus. However, because the selling shareholder may offer all or some of his shares under this prospectus or in any other manner permitted by law, no assurances can be given as to the ~~major competitors which compete~~actual number of shares that will be sold by the selling shareholder or that will be held by the selling shareholder after his sales.

Shares Owned

Before the

Number of

After the

Selling Shareholder

Offering

Shares Offered

Offering Number

Percent

E. Lee Garelick

247,906

—

Information concerning the selling shareholder may change from time to time. We will present any changed information in a supplement to this prospectus as necessary and required by the ~~Company's individual product markets include Fluke Corporation, Beta (a division~~rules of ~~Hathaway Corporation)~~the Securities and ~~certain divisions~~Exchange Commission.

PLAN OF DISTRIBUTION

The selling shareholder and any of ~~Ametek Corporation. Some~~his pledgees, assignees and successors-in-interest may, from time to time, sell any or all of ~~these competitors have more extensive sales, distribution, engineering, manufacturing and/~~their shares of our common stock covered by this prospectus on any stock exchange, market or ~~marketing capabilities and substantially greater financial, technological and personnel resources than does the Company. The markets to~~trading facility on which the ~~Company through Transcat/EIL sells products and related services~~shares are traded. Our common stock is also highly competitive. Competition for sales in distribution and service is quite fragmented and ranges from large, well financed national distributors to small local distribution organizations and service providers, as well as the manufacturers of the products themselves. Transcat/EIL competescurrently quoted on the ~~basis of price, inventory availability, service quality and customer service and support. To maintain its competitive position~~NASDAQ Capital Market under the symbol “TRNS.” The selling shareholder may also sell his shares in private transactions in accordance with respect to such products and services, the Company must continually demonstrate to customers its commitment to achieving the highest level of performance possible for a distributor and compete effectively in the areas described above. There canapplicable law. These sales may be no assurance that the Company will be successful in doing so. DEPENDENCE ON SUPPLIERS. Products required for Transcat/EIL's sales are generally available from only one source per product (the manufacturer), although on occasion substitutions of product are possible. If the Company's source for a particular product is unable to deliver such productat fixed or ~~delivers product of unacceptable or unusable quality, the Company~~negotiated prices. The selling shareholder may have no acceptable alternative product to satisfy customers' demands. In such event, customers may choose to order products through competitors of the Company, which could have a material adverse effect on the Company's business, prospects, results of operations and financial condition. In addition, a portion of the Company's manufacturing operations is dependent on the ability of suppliers to deliver completed products, sub-assemblies or components in time to meet critical distribution and manufacturing schedules. In certain instances, important parts and components are available through fewer suppliers than the Company deems suitable. In the event that certain of the Company's suppliers should fail to deliver components to the Company or deliver components of an unacceptable or unusable quality, delays in the production of the Company's products could result, which in turn could have a material adverse effect on the Company's business, prospects, results of operations and financial condition. FOREIGN SALES. A significant portion of Transmation's sales are generated outside of the United States, primarily as the result of sales of products distributed through the Transcat/EIL catalog. Approximately 27.8% of Transmation's sales in the fiscal year ended March 31, 1997 resulted from sales in foreign countries, as compared with 20.7% of sales in the fiscal year ended March 31, 1996 and 22.7% of sales in the fiscal year ended March 31, 1995. Management believes that until recently, the relatively lower value of the dollar compared to foreign 4 9 currencies has had a positive effect on international sales. However, increased strength of the dollar, particularly compared to currencies of Pacific Rim countries, could negatively affect future international sales. In addition, Transmation's revenues are subject to the customary risks of operating in an international environment, including the potential imposition of trade or foreign exchange restrictions, tariff and other tax increases, fluctuations in exchange rates and unstable political situations,use any one or more of ~~which could have a material adverse effect~~the following methods when selling shares:

	•		ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	•		block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	•		purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	•		privately negotiated transactions;

	•		broker-dealers may agree with the selling shareholder to sell a specified number of such shares at a stipulated price per share;

	•		a combination of any such methods of sale; or

	•		any other method permitted pursuant to applicable law.

The selling shareholder may also sell shares of our common stock under Rule 144 under the Securities Act if available, rather than under this prospectus.

Broker-dealers engaged by the selling shareholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

The selling shareholder and any broker-dealers or agents involved in selling the shares may be deemed “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the ~~Company's business, prospects, results~~resale of ~~operations~~the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We are not aware of any agreement or understanding between the selling shareholder and any other person to distribute our common stock.

The selling shareholder and the company have agreed to pay certain fees and expenses incurred by us incident to the registration of the shares of our common stock.

LEGAL OPINION

Harter Secrest & Emery LLP, Rochester, New York, has passed upon the validity of the shares of common stock being offered pursuant to this prospectus.

EXPERTS

The financial ~~condition. ABILITY TO RESPOND TO RAPID CHANGE. The Company's future success will depend~~statements and schedule as of March 29, 2008 and March 31, 2007 and for each of the three years in ~~part~~the period ended March 29, 2008 incorporated by reference in this prospectus have been so incorporated in reliance on ~~its ability~~the report of BDO Seidman, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We are a public company, and we file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Copies of the reports, proxy statements and other information may be read and copied at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of such documents by writing to ~~enhance its current products~~the Securities and ~~develop or acquire~~Exchange Commission and ~~market new products which keep pace with technological developments and evolving industry standards as well as respond to changes in customer needs. The market~~paying a fee for the Company's products is characterized by rapidly changing technology, evolving industry standards and customer demands, and frequent new product introductions and enhancements. The Company will be required to manage its strategic position effectively in a rapidly changing environment. There can be no assurance that the Company will be successful in developing or acquiring product enhancements or new products to address changing technologies and customer requirements adequately, that it will introduce such productscopying cost. You may obtain information on a timely basis, or that any such products or enhancements will be successful in the marketplace. The Company's delay or failure to develop or acquire technological improvements or to adapt its products to technological change could have a material adverse effect on the Company's business, prospects, results of operations and financial condition. DEPENDENCE UPON KEY PERSONNEL. The Company's success depends in part upon the retention of key senior management and technical personnel, particularly Robert G. Klimasewski, its President and Chief Executive Officer, and Eric W. McInroy, its Executive Vice President and Chief Operating Officer. The loss of the services of any of the Company's key personnel could have a material adverse effect on the Company's business, prospects, results of operations and financial condition. ABILITY TO ATTRACT QUALIFIED PERSONNEL. The Company believes that its future success also depends upon its ability to attract and retain additional highly skilled technical, professional, management and sales and marketing personnel. The market for skilled employees has historically been, and the Company expects that it will continue to be, intensely competitive. The Company's inability to attract and retain qualified employees could have a material adverse effect on the Company's business, prospects, results of operations and financial condition. DEPENDENCE ON NEW PRODUCTS AND TECHNOLOGICAL CHANGE. The Company participates in markets where the timely introduction of new products is critical to the success and market acceptance of such products. The Company's new product development programs are subject to delays due to unforeseen complexities in product design that arise during the development process. When encountered, these complexities may cause delays in product introductions or costly design modifications which could have a material adverse effect on the Company's business, prospects, results of operations and financial condition. PRODUCT RECALLS, POTENTIAL LIABILITY AND INSURANCE. Many of the instruments which the Company designs and manufacturers are used in the petroleum refining and chemical manufacturing industries. The tolerance for error in the design, manufacture or use of these products 5 10 may be small or non-existent. If an instrument designed or manufactured by the Company is found to be defective, whether due to design or manufacturing defects, improper use of the product or other reasons, the instrument may need to be recalled, possibly at the Company's expense. Furthermore, the adverse effect of a product recall on the Company might not be limited to the cost of the recall on the Company. Recalls, especially if accompanied by unfavorable publicity or termination of customer contracts, could result in substantial costs, loss of revenues and diminution of the Company's reputation, each of which could have a material adverse effect on the Company's business, prospects, results of operations and financial condition. In addition, the manufacture and sale of the instruments manufactured by the Company also involves the risk of product liability claims. The Company evaluates its insurance coverage from time to time in view of developments in its business and products currently under development. Product liability insurance is expensive and, in the future, may not be available on acceptable terms, in sufficient amounts, or at all. A successful claim brought against the Company in excess of its insurance coverage or any material claim for which insurance coverage is denied or limited could have a material adverse effect on the Company's business, prospects, results of operations and financial condition. DEPENDENCE ON PROPRIETARY RIGHTS. The Company's success and ability to compete depends in part upon protecting its proprietary rights in its products, its name and its trade names. There can be no assurance that the measures taken by the Company will be adequate to deter misappropriation of its products, its name and its trade names or independent third-party development of its products, or that its intellectual property rights can be successfully enforced or defended if challenged. Given the continuing development of technology, there can be no assurance that certain aspects of the Company's products do not or will not infringe upon the existing or future proprietary rights of others or that, if licenses or rights are required to avoid infringement, such licenses or rights could be obtained or obtained on terms that would not have a material adverse effect on the Company, if at all. ENVIRONMENTAL REGULATION. The Company's operations are subject to federal, state, local and foreign laws and regulations governing, among other things, emissions to air, discharge to waters and the generation, handling, storage, transportation, treatment and disposal of waste and other materials. The Company believes that its business, operations and facilities have been and are being operated in compliance in all material respects with applicable environmental and health and safety laws and regulations, many of which provide for substantial fines and criminal sanctions for violations. However, the operation of ~~manufacturing facilities entails risks in these areas~~the Public Reference Room by calling the Securities and ~~there can be no assurance~~Exchange Commission at 1-800-SEC-0330. All reports and other information that the Company will not incur material costs or liabilities. In addition, potentially significant expenditures could be required in order to comply with evolving environmental and health and safety laws, regulations or requirements that may be adopted or imposed in the future. LIMITATIONS ON TAKEOVERS. Certain provisions of the Company's Articles of Incorporation and Bylaws may have the effect of discouraging a third party from making an acquisition proposal for the Company and may thereby inhibit a change in control of the Company under circumstances that could give the shareholders the opportunity to realize a premium over the then-prevailing market prices. Specifically, mergers and certain other corporate actions with a 10% shareholder of the Company require the approval of 75% of the Common Stock entitled to vote, and the Company's Board of Directors is divided into three classes,we file with the ~~members 6~~ 11 of each class serving for staggered three-year terms. See "Provisions With Possible Anti-Takeover Effects." INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with theSecurities and Exchange Commission ~~(Commission File No. 0-3905) pursuant~~are also available to the public through the Securities and Exchange ~~Act are incorporated herein by reference: (1) the Company's Annual Report~~Commission’s web site atwww.sec.gov, under our company name or our CIK number: 0000099302.

We make available through our website located atwww.transcat.com our proxy statements, annual reports on Form 10-K, ~~for the fiscal year ended March 31, 1997; (2) the Company's Current Report~~quarterly reports on Form 10-Q, current reports on Form 8-K, ~~dated April 4, 1997; (3)~~and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the ~~Company's Current Report~~Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically submit such material to the Securities and Exchange Commission.

This prospectus is part of a registration statement on Form ~~8-K dated June 19, 1997; (4)~~S-3 that we have filed with the ~~Company's Quarterly Report on Form 10-Q for~~Securities and Exchange Commission. Certain information in the ~~quarter ended June 30, 1997; (5)~~registration statement has been omitted from this prospectus in accordance with the ~~Company's Quarterly Report on Form 10-Q for~~rules and regulations of the ~~quarter ended September 30, 1997;~~Securities and ~~(6) all~~Exchange Commission. We have also filed exhibits with the registration statement that are excluded from this prospectus. For further information about us, and the common stock offered by this prospectus, we refer you to the registration statement and its exhibits, which may be obtained as described above.

INCORPORATION BY REFERENCE

The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus the information that we file with it. This means that we can disclose important information to you in this document by referring you to other filings we have made with the Securities and Exchange Commission. The information incorporated by reference is considered to be part of this prospectus, and later information we file with the Securities and Exchange Commission that is incorporated or deemed to be incorporated by reference into this prospectus will update and supersede this information. We incorporate by reference the documents ~~filed by~~listed below and any future documents we file with the ~~Company pursuant to~~Securities and Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act ~~subsequent~~prior to the completion of the offering covered by this prospectus:

	•		our annual report on Form 10-K for our fiscal year ended March 29, 2008, filed with the Securities and Exchange Commission on June 26, 2008;

	•		our definitive proxy statement for our 2008 annual meeting of shareholders, filed with the Securities and Exchange Commission on July 8, 2008;

	•		our current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2008;

	•		our current report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2008; and

	•		the description of our common stock, par value $0.50 per share, contained in amendment number 1 to our registration statement on Form S-3 (Registration No. 333-42345), filed with the Securities and Exchange Commission on February 5, 1998.

This prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this ~~Prospectus and prior to~~prospectus or the ~~termination of this offering~~date of the ~~Shares. Any statement contained herein or in a document or information incorporated or deemed to be~~documents incorporated by reference ~~herein~~in this prospectus.

Upon your written or oral request, we will provide at no cost to you a copy of any and all of the information that is incorporated by reference in this prospectus.

Requests for such documents should be directed to:

Corporate Secretary
Transcat, Inc.
35 Vantage Point Drive
Rochester, New York 14624
Tel: (585) 352-7777

You may also access the documents incorporated by reference in this prospectus through our website located atwww.transcat.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be ~~modified~~incorporated in this prospectus or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE FOREGOING DOCUMENTS AND INFORMATION THAT HAVE BEEN INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS THEREFOR SHOULD BE DIRECTED TO JOHN A. MISIASZEK, VICE PRESIDENT - FINANCE, TRANSMATION, INC., 10 VANTAGE POINT DRIVE, ROCHESTER, NEW YORK 14624; TELEPHONE (716) 352-7777. SELLING SHAREHOLDER The following table sets forth certain information with respect to the ownership of Common Stock, as of November 30, 1997 and as adjusted to reflect the sale of all of the Shares 7 ~~12 offered hereby, by the Selling Shareholder. The Selling Shareholder has advised the Company that he has sole voting and investment power with respect to all of the Shares owned by him.~~

(1) Assumes that all Shares being offered are sold. The Selling Shareholder was the Company's founder. He served as the Company's President and Chief Executive Officer from 1964 until June 1994, and as a director of the Company from 1964 until June 1996. He is now retired. Pursuant to a Consulting Agreement with the Selling Shareholder dated April 1, 1979 and amended April 1, 1990, the Company has agreed to retain him as a consultant for 20 years commencing March 1, 1995, to pay him $30,000 a year for the first ten years and $20,000 a year for the remainder, and to provide him with certain fringe benefits, including reimbursement for medical expenses up to $10,000 annually and for accounting and legal expenses up to $10,000 annually. In addition, pursuant to a Disability, Supplemental Death Benefit and Retirement Agreement with the Selling Shareholder dated April 1, 1979 and amended April 1, 1990, the Company has agreed to make annual payments to him, commencing March 1, 1995 and continuing for the rest of his life, in the amount of $96,456. Upon the Selling Shareholder's death, his wife will be paid 60% of that amount annually for the rest of her life. The payments due under this agreement are not insured or funded nor are any assets segregated for the benefit of the Selling Shareholder or his wife. In addition, pursuant to a Stock Registration and Repurchase Agreement with the Selling Shareholder dated April 1, 1979 and amended April 1, 1990 and December 12, 1997, during the Selling Shareholder's lifetime and for five years after his death, the Selling Shareholder and his estate have "piggyback" registration rights, at the Company's expense (with certain exceptions), with respect to all of his shares of Common Stock. In addition, within five years after the Selling Shareholder's death, his estate has a one-time demand registration right with respect to all of his shares of Common Stock and, at the request of the Selling Shareholder's estate, the Company must, subject to certain exceptions, redeem from his estate the maximum number of shares permitted by section 303 of the Internal Revenue Code, at the market value of the Common Stock at the time of his death. The Company and the Selling Shareholder have also agreed to indemnify each other against certain liabilities, including certain liabilities under the Securities Act. The Selling Shareholder's rights under this agreement are personal to him and his estate, and are not assignable or transferable to purchasers of the Shares pursuant to this Prospectus. The Selling Shareholder's registration and redemption rights under this agreement will be terminated upon the Selling Shareholder's sale of all of the Shares as contemplated hereby. 8 13 PLAN OF DISTRIBUTION The Shares are being sold by the Selling Shareholder. The Company will receive none of the proceeds from sales of the Shares. Sales may be made by the Selling Shareholder on the Nasdaq at prices and on terms related to the then current market price of the Common Stock, in privately negotiated transactions at such prices as may be agreed upon, or in a combination of such methods of sale. The Shares may be sold by the Selling Shareholder by any one or more of the following methods: (a) a block trade in which the broker or dealer so engaged will attempt to sell the Shares as agent, but may position and resell a portion of a block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal, and resale by such broker or dealer, for its account, pursuant to this Prospectus; (c) ordinary open market brokerage transactions; (d) transactions in which a broker or dealer solicits purchasers; and (e) privately negotiated transactions. The Selling Shareholder may effect such transactions by selling the Shares to or through brokers or dealers, who may act as agent or principal. In effecting sales, brokers and dealers engaged by the Selling Shareholder or by the purchasers of Shares may arrange for other brokers or dealers to participate. Such brokers or dealers may receive discounts, concessions or commissions from the Selling Shareholder and/or purchasers of Shares for whom such broker or dealer may act as agent or to whom such broker or dealer may sell as principal, or both. Such discounts, concessions or commissions from the Selling Shareholder or from such purchasers may be in excess of those customary in the types of transactions involved. The Selling Shareholder and such brokers and dealers who act in connection with the sale of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act, and any discounts, concessions or commissions received by them and any profit on any resale of the Shares as principal may be deemed to be underwriting discounts and commissions under the Securities Act. In addition, any Shares covered by this Prospectus may be sold by the Selling Shareholder pursuant to Rule 144 under the Securities Act rather pursuant to this Prospectus. The Company will pay all fees and expenses incident to the registration of the Shares offered hereby, other than the following expenses which will be borne by the Selling Shareholder: discounts and commissions payable to brokers or dealers in respect of sales of the Shares, stock transfer taxes and (except to the extent described below) the expenses of the Selling Shareholder's counsel, accountants and other advisors. Pursuant to a Consulting Agreement with the Selling Shareholder, the Company is obligated to reimburse him for 9 14 accounting and legal expenses up to $10,000 annually. See "Selling Shareholder." Accordingly, it is anticipated that the Company will reimburse the Selling Shareholder, in an amount not to exceed $10,000, for accounting and legal expenses incurred by him in connection with his sale of the Shares hereby. It is estimated that the aggregate fees and expenses payable by the Company in connection with the registration and offering of the Shares hereby will be approximately $40,000. DESCRIPTION OF CAPITAL STOCK OUTSTANDING AND COMMITTED SHARES. The Company is authorized to issue 15,000,000 shares of Common Stock, par value $.50 per share. As of November 30, 1997, there were outstanding 5,740,833 shares of Common Stock. In addition, an aggregate of approximately 2,388,000 shares of Common Stock are subject to issuance from time to time in the future under the Transmation, Inc. Amended and Restated 1993 Stock Option Plan, the Transmation, Inc. Amended and Restated Directors' Warrant Plan, the Transmation, Inc. Directors' Stock Plan, the Transmation, Inc. Employees' Stock Purchase Plan and certain bonus arrangements with senior management. COMMON STOCK. The holders of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders. Shareholders have the right to cumulate votes in the election of directors if certain notice procedures are complied with. The holders of Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities. Holders of Common Stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock. All of the outstanding shares of Common Stock are fully paid and non-assessable. TRANSFER AGENT. The transfer agent and registrar for the Common Stock is National City Bank, the addressstatement of which is Corporate Trust Administration, P.O. Box 94915, Cleveland, Ohio 44101-4915. LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS Under the Ohio General Corporation Law (the "OGCL"),it forms a director's liability to the Company or its shareholders for damages is limited solely to those situations where it is proven by clear and convincing evidence that his act or failure to act was undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, and those situations involving unlawful loans, asset distributions, dividend payments or share repurchases. As a result, shareholders may be unable to recover monetary damages against directors for actions which constitute gross negligence or which are in violation of their fiduciary duties, although it may be possible to obtain injunctive or other equitable relief with respect to such actions. If equitable remedies are found not to be available to shareholders 10 15 for any particular case, shareholders may not have any effective remedy against the challenged conduct. The Company's Code of Regulations (the "Bylaws") provide for the indemnification of the Company's directors, officers and authorized representatives to the fullest extent permitted by Ohio law and provide that potential indemnitees have the right to be paid by the Company for expenses incurred in defending any proceeding as such expenses are incurred in advance of the final disposition of such proceeding, provided that the indemnitee executes any undertaking required under Ohio law to repay such amounts if a non-appealable judicial decision determines that the indemnitee is not entitled to indemnification. The Bylaws also provide that the Company may purchase insurance on behalf of any potential indemnitee for protection against any liability asserted against such person and incurred by such person in any capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify such person under the Bylaws or under applicable provisions of Ohio law. The Bylaws further provide that the Company may extend indemnification rights to any employee or agent of the Company to such extent as the Board of Directors may determine, up to the full indemnification permitted under the Bylaws and Ohio law. The Company and the Selling Shareholder have agreed to indemnify each other against certain liabilities, including certain liabilities under the Securities Act. See "Selling Shareholder." Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS The OGCL prohibits certain transactions, including mergers, sales of assets and similar corporate transactions, involving Ohio corporations and holders of 10% or more of their voting shares, unless certain advance approvals are obtained or certain other conditions are met. Furthermore, the Company's Articles of Incorporation require the affirmative vote of the holders of at least 75% of the capital stock of the Company entitled to vote in order to authorize: (i) any merger or consolidation of the Company with any other corporation if such transaction would otherwise by law require a vote of the shareholders; (ii) any combination or majority share acquisition with or by any corporation if such transaction would otherwise by law require a vote of the shareholders; or (iii) any lease, sale, exchange, transfer or other disposition of all or substantially all of the assets of the Company to any other person or entity; if, in any such event, such other corporation, person or entity is the beneficial owner of 10% or more of the outstanding capital stock of the Company entitled to vote thereon. Notwithstanding the foregoing, such restrictions do not apply if the Company's Board of Directors approves a memorandum of understanding with the other corporation, person or entity prior to the time it becomes the owner of 10% or more of the outstanding shares of the Company's capital stock. 11 16 Additionally, the affirmative vote of the holders of at least 75% of the capital stock of the Company entitled to vote is required to amend, alter or repeal any of the foregoing provisions of the Company's Articles of Incorporation. Consequently, the OGCL and the Company's Articles of Incorporation may have the effect of deterring merger proposals, tender offers or other attempts to effect changes in control of the Company that are not negotiated and approved by the Board of Directors or approved by the holders of at least 75% of the Company's capital stock. In addition, the Company's Board of Directors is divided into three classes, with the members of each class serving for staggered three-year terms. This structure makes it more difficult to effect a change in control of the Company through election to the Board of Directors. LEGAL MATTERS The legality of the Shares offered hereby will be passed upon for the Company by Harter, Secrest & Emery, Rochester, New York. EXPERTS The consolidated financial statements of the Company appearing in its Annual Report on Form 10-K for the year ended March 31, 1997 have been audited by Price Waterhouse LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. Any audited financial statements hereafter incorporated by reference in the Registration Statement of which this Prospectus is a part will be so incorporated by reference herein in reliance upon the reports of independent auditors pertaining to such financial statements (to the extent covered by consents filed with the Commission) given upon the authority of such firm as experts in auditing and accounting. part.

12 17

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS ~~ITEM~~

Item 14. ~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets~~Other Expenses of Issuance and Distribution.

Set forth below are the expenses expected to be incurred by the ~~Registrant~~registrant in connection with the ~~offering~~distribution of the ~~Shares~~securities registered hereby. ~~All amounts, except~~A percentage of the expenses will be borne by the selling shareholder identified in this registration statement With the exception of the Securities and Exchange Commission registration fee, the amounts set forth below are ~~estimated.~~ Securities and Exchange Commission Registration Fee............ $ 1,878 Accounting Fees and Expenses................................... 5,000 Legal Fees and Expenses ....................................... 20,000 Reimbursement of Selling Shareholder's Accounting and Legal Fees and Expenses ................................... 10,000 Miscellaneous Expenses ........................................ 3,122 --------- Total .................................... $ 40,000

~~~~ITEM~~estimates.~~

Nature of Expense Amount

Registration fee $ 64.00

Accounting fees and expenses $ 5,000.00

Legal fees and expenses $ 20,000.00

Transfer agent fees $ —

Printing and related fees $ —

Miscellaneous $ —

Total $ 25,064.00

~~Item 15. ~~INDEMNIFICATION OF DIRECTORS AND OFFICERS.~~Indemnification of Directors and Officers.~~

Article VI of the registrant’s code of regulations, as amended, provides that the registrant shall indemnify its directors and officers to the fullest extent authorized by the Ohio General Corporation Law (the “OGCL”). With respect to indemnification of directors and officers, Section 1701.13 of the OGCL ~~sets forth the conditions and limitations governing the indemnification of officers, directors and other persons. Section 1701.13~~ provides that a corporation ~~shall have the power~~may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation inas a ~~similar capacity with~~director, trustee, officer, employee, member, manager or agent of another corporation, domestic or ~~entity,~~foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against expenses, including ~~attorneys'~~attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection ~~therewith~~with such action, suit, or proceeding, if he acted in good faith and in a manner ~~that~~ he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to aany criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. Under this provision of the OGCL, the termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct is unlawful.

Furthermore, the OGCL provides that a corporation may indemnify or agree to indemnify any person who was ~~unlawful. With respect~~or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation ~~indemnity may~~to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be ~~provided~~in or not opposed to the ~~foregoing persons under Section 1701.13 on a basis similar to that set forth above,~~best interests of the corporation, except that no ~~indemnity may~~indemnification shall be ~~provided: (i)~~made in respect ofof: (i) any claim, issue or matter as to which such person ~~has been~~is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the ~~Court~~court of ~~Common Pleas~~common pleas or ~~other~~the court in which such action ~~suit~~ or ~~proceeding~~suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to ~~indemnity~~indemnify for such expenses as the court of common pleas or such other court ~~deems~~shall deem proper; or (ii) ~~the~~any action or suit ~~is one~~ in which the only liability asserted

~~II-1~~

against a director is pursuant to OGCL Section 1701.95 ~~of the OGCL (which relates~~(relating to unlawful loans, dividends, and distributions of assets). ~~Moreover, Section 1701.13 provides for mandatory indemnification of a director, officer, employee or agent of the corporation~~

~~Item 16. Exhibits~~

The following documents are filed as exhibits to the extent that such person has been successful in defense of any such action, suit or proceeding and provides that a corporation shall pay the expenses of an officer or director in defending an action, suit or proceeding upon receipt II-1 18 of an undertaking to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified. Section 1701.13 establishes provisions for determining whether a given person is entitled to indemnification, and also provides that the indemnification provided by or granted under Section 1701.13 is not exclusive of any rights to indemnity or advancement of expenses to which such person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. Article 6 of the Bylaws provides for the indemnification of the Registrant's directors, officers and authorized representatives to the fullest extent permitted by Ohio law and provides that potential indemnitees have the right to be paid by the Registrant for expenses incurred in defending any proceeding as such expenses are incurred in advance of the final disposition of such proceeding, provided the indemnitee executes any undertaking required under Ohio law to repay such amounts if a non-appealable judicial decision determines that the indemnitee is not entitled to indemnification. The Bylaws also provide that the Registrant may purchase insurance on behalf of any potential indemnitee for protection against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the Registrant would have the power to indemnify such person under the Bylaws or under applicable provisions of Ohio law. The Bylaws further provide that the Registrant may extend indemnification rights to any employee or agent of the Registrant to such extent as the Board of Directors may determine, up to the full indemnification permitted under the Bylaws and Ohio law. ITEM 16. EXHIBITS. (a) Exhibits: 4.1 Articles of Incorporation of the Registrant, as amended, are incorporated herein by reference to Exhibit 4(a) to the Registrant's Registration Statement on Form S-8 (Registration No. 33-61665) filed on August 8, 1995. Certificate of Amendment thereto is incorporated herein by reference to Exhibit I to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. 4.2 Bylaws of the Registrant, as amended, are incorporated herein by reference to Exhibit (3) to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1988. 4.3 Specimen Common Stock certificate is incorporated herein by reference to Exhibit (4) to Amendment No. 1 to the Registrant's Registration Statement on Form S-1 (Registration No. 2-27910). 4.4 Revolving Credit and Term Loan Agreement dated April 4, 1997 among the Registrant, Manufacturers and Traders Trust Company and State Street Bank and Trust Company is incorporated herein by reference to Exhibit 4(c) to the Registrant's Current Report on Form 8-K dated April 4, 1997. II-2 19 +5.1 Opinion of Harter, Secrest & Emery with respect to the validity of the Registrant's Common Stock. *23.1 Consent of Price Waterhouse LLP. +23.2 Consent of Harter, Secrest & Emery (included in Exhibit 5.1). *24.1 Power of Attorney. 99.1 Consulting Agreement dated April 1, 1979 between the Registrant and William J. Berk, Disability, Supplemental Death Benefit and Retirement Agreement dated April 1, 1979 between the Registrant and William J. Berk, and Stock Registration and Repurchase Agreement dated April 1, 1979 between the Registrant and William J. Berk are incorporated herein by reference to Exhibit 10 to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1984. 99.2 Amendment to Consulting Agreement dated April 1, 1990 between the Registrant and William J. Berk, Amendment to Disability, Supplemental Death Benefit and Retirement Agreement dated April 1, 1990 between the Registrant and William J. Berk, and Amendment to Stock Registration and Repurchase Agreement dated April 1, 1990 between the Registrant and William J. Berk are incorporated herein by reference to Exhibit 10(b) to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1991. *99.3 Second Amendment to Stock Registration and Repurchase Agreement dated December 12, 1997 between the Registrant and William J. Berk. - ----------------- * Filed herewith. + To be filed by Amendment. ITEMthis registration statement:

(5)

Opinion re legality

5.1

Opinion of Harter Secrest & Emery LLP

(23)

Consents of experts and counsel

	23.1		Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1)

	23.2		Consent of BDO Seidman, LLP

(24)

Power of attorney (previously filed)

~~Item 17. ~~UNDERTAKINGS.~~ Undertakings~~

~~(a) The undersigned ~~Registrant~~registrant hereby undertakes:~~

~~(1) To file, during any period in which offers or sales are being made, a post-effective amendment to ~~the Registration Statement:~~this registration statement:~~

~~(i) toTo include any prospectus required by ~~Section~~section 10(a)(3) of the Securities Act of 1933;~~

(ii) toTo reflect in the ~~Prospectus~~prospectus any facts or events arising after the effective date of the ~~Registration Statement~~registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration ~~Statement; II-3~~ 20Fee” table in the effective registration statement;

(iii) toTo include any material information with respect to the plan of distribution not previously disclosed in the ~~Registration Statement~~registration statement or any material change to such information in the ~~Registration Statement; provided,~~registration statement;

Provided, however ~~that paragraphs~~, that:

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in ~~periodic~~ reports filed with or furnished to the Commission by the ~~Registrant~~registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the ~~Registration Statement.~~registration statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(C) Provided further, however,that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

~~II-2~~

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

~~(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~

(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished,provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financials statements and information required by Section 10(a)(3) of the Act or Rule 3-19 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

~~(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:~~

~~(i) If the registrant is relying on Rule 430B:~~

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:~~

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~II-3~~

~~(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;~~

~~(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

~~(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.~~

(b) The undersigned ~~Registrant~~registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~Registrant's Annual Report~~registrant’s annual report pursuant to Section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of ~~1934~~1934) that is incorporated by reference in the ~~Registration Statement~~registration statement shall be deemed to be a new ~~Registration Statement~~registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof. ~~(h)~~

(c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~Registrant~~registrant pursuant to the foregoing provisions, or otherwise, the ~~Registrant~~registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~Registrant~~registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Registrant~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Registrant~~registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (i) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

II-4 21 (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-5 22


Issuer:		Transcat, Inc.

Securities Offered:		The selling shareholder is offering up to 247,906 shares of our common stock.

NASDAQ Symbol:		“TRNS”

Securities Outstanding:		As of July 1, 2008, 7,185,540 shares of our common stock were issued and outstanding.

Use of Proceeds:		We will not receive any proceeds from sales of our common stock covered by this prospectus. The selling shareholder will receive all proceeds from sales of common stock covered by this prospectus.

Offering Price:		The offering price for the shares of common stock covered by this prospectus will be determined by the prevailing market price for the shares at the time of their sale or in negotiated transactions.

Risk Factors:		An investment in our common stock is highly speculative. You should read the “Risk Factors” section beginning on page 8 of this prospectus (along with other matters and documents referred to and incorporated by reference in this prospectus) to ensure that you understand the risks associated with a purchase of our common stock.

Terms of Sale:		The terms of sale for the shares of our common stock covered by this prospectus will be determined at the time of their sale.


	Transcat, Inc.
	By:	/s/ Charles P. Hadeed
		Charles P. Hadeed President, ~~and~~ Chief Executive Officer and Chief Operating Officer


Date	Signature	Title

July 23, 2008	/s/ Charles P. Hadeed Charles P. Hadeed	President, Chief Executive ~~/s/ Robert G. Klimasewski~~ Officer and Chief Operating Officer; Director ~~(Prin- December 16, 1997 - ------------------------- cipal~~ (Principal Executive Officer) ~~Robert G. Klimasewski~~

July 23, 2008	/s/ John J. Zimmer John J. Zimmer	Vice President -of Finance ~~/s/ John A. Misiaszek (Principal~~and Chief Financial Officer (Principal Financial Officer ~~December 16, 1997 - -------------------------~~ and Principal Accounting ~~John A. Misiaszek~~ Officer)

July 23, 2008	* Carl E. Sassano	Chairman of the Board of Directors

July 23, 2008	/s/ Francis R. Bradley Francis R. Bradley	Director ~~December 16, 1997 - ------------------------- Angelo~~

July 23, 2008	* Richard J. ~~Chiarella~~ Harrison	Director

July 23, 2008	* Director December 16, 1997 - ------------------------- E. Lee Garelick * Director December 16, 1997 - ------------------------- Nancy D. Hessler	Director

July 23, 2008	* Paul D. Moore	Director ~~December 16, 1997 - ------------------------- Cornelius J. Murphy~~

July 23, 2008	* Director December 16, 1997 - ------------------------- John W. Oberlies * Director December 16, 1997 - ------------------------- Harvey J. Palmer	Director

July 23, 2008	* Alan H. Resnick	Director ~~December 16, 1997 - ------------------------- Arthur M. Richardson~~

July 23, 2008	* John T. Smith	Director ~~December 16, 1997 - ------------------------- Philip~~


July 23, 2008	By: /s/ Charles P. ~~Schulp By: /s/ John A. Misiaszek ------------------------- John A. Misiaszek Attorney-in-Fact~~ Hadeed Charles P. Hadeed, as attorney-in-fact


Nature of Expense	Amount

Registration fee	$	64.00

Accounting fees and expenses	$	5,000.00

Legal fees and expenses	$	20,000.00

Transfer agent fees	$	—

Printing and related fees	$	—

Miscellaneous	$	—

Total	$	25,064.00