SecProbe.io

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<TYPE>LETTER
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<FILENAME>lttranspro.txt
<DESCRIPTION>SEC 9/9/04 COMMENT LETTER RE: 8-K (ITEM 4.01)
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					       September 9, 2004

Stop 0305

BY FACSIMILE  [ (203) 865 - 3723 ]  and  U.S. MAIL

Mr. Richard A. Wisot
 Chief Financial Officer
TRANSPRO, INC.
100 Gando Drive
New Haven, Connecticut  06513

	re:	Transpro, Inc.
		Item 4.01 Form 8-K, filed August 26, 2004
		File No. 1-13894

Dear Mr. Wisot:

	We have reviewed the above referenced filing for compliance with
the requirements with respect to the Item 4.01 disclosures of the Form
8-K and have the following comments which request supplemental
information and require an amendment to the March 31, 2004 Quarterly
Report on Form 10-Q.

	Please provide the supplemental information within five (5)
business days from the date of the date of this letter.  Pursuant to
Rule 101(a)(3) of Regulation S-T, your response should be submitted in
electronic form, under the label "corresp".  We may have additional
comments upon review of your response.  The amendment to the Form 10-Q
should be filed immediately.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

September 9, 2004

Mr. Richard A. Wisot
Transpro, Inc.
Page 2

Item 4.01 of Form 8-K

Reportable Condition:  Internal Control Weakness

1. We note the disclosure regarding a material weakness related to
certain internal controls that is considered to be a reportable
condition.  Please provide us supplementally, with a copy of all
written reports, letters or communications from
PricewaterhouseCoopers, LLP to management, the Board of Directors or
the audit committee regarding the material weakness in internal
controls.

2. Refer to the material weakness related to certain internal controls
surrounding the proper reporting period in which to recognize revenue
for sales with FOB destination shipping terms.  Tell us of the nature
and terms of the shipping arrangements and why the restated financial
statements now comply with GAAP and SAB 101.

March 31, 2004 Quarterly Report on Form 10-Q, As Amended

We monitored your March 31, 2004 Form 10-Q, as Amended, solely related
to the matter below.

3. Reference is made to the Item 4.01 Form 8-K and the material
weakness communicated to you by PricewaterhouseCoopers, LLP.  Also,
refer to the Item 4 disclosures in your March 31, 2004 Quarterly
Report on Form 10-Q, as amended.  We note you do not disclose the
conclusions about the effectiveness of your disclosure controls and
procedures, as required under Item 307(a) of Regulation S-K.  The
material control weakness disclosed in your Item 4.01 Form 8-K and as
duplicated here, appear to indicate you may lack the necessary
disclosure controls and procedures, as well as internal controls
necessary to provide true and accurate Item 4 disclosures in the Form
10-Q.  Also, please note that management may not state that its
controls are effective "except" to the extent that certain problems
have been identified or express similar qualified conclusions.
Rather, management must take those problems into account when
concluding whether the controls are effective.  If the controls are
ineffective, management should state the specific reasons why they are
ineffective.  Please revise your Item 4 disclosures in the Form 10-Q
to comply with Item 307 of Regulation S-K.

September 9, 2004

Mr. Richard A. Wisot
Transpro, Inc.
Page 3

4. Also, disclose any significant changes in internal controls to
comply with Item 307(b) of Regulation S-K.  We note from the 8-K
disclosure that you have implemented process and control improvements.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in our review of your filing or in response to
our comments on your filing.

Closing

	Any questions concerning the above comments may be directed to
the undersigned at (202) 942-1912, or in her absence to Mr. Robert
Benton at (202) 942-1811.

			                                    Sincerely,

						Beverly A. Singleton
						Staff Accountant
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