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                                 Transpro, Inc.
                                 100 Gando Drive
                               New Haven, CT 06513
                              203-401-6450 (Phone)
                               203-401-6470 (Fax)

May 2, 2005

VIA EDGAR

Mr. Michael Fay
Branch Chief
United States Securities and Exchange Commission
Washington, D.C. 20549

Re: Transpro, Inc.
    Form 10-K for the fiscal year ended December 31, 2004
    File No. 001-13894

Dear Mr. Fay:

We are in receipt of your letter dated April 22, 2005, which contained comments
regarding the Transpro, Inc. Form 10-K for the year ended December 31, 2004.
Listed below are specific responses to each of the numbered comments:

Note 2-Summary of Significant Accounting Policies
Concentration of Credit Risk and Availability of Funds, page 32

     1.   Please tell us how you account for the customer-sponsored program
          administered by a financial institution and explain the reason your
          accounting is appropriate.

          Response:
          Certain of Transpro's major retail customers make available to their
          vendors, including Transpro, programs through financial institutions
          in order to allow their vendors to accelerate the collection of
          outstanding balances, which the vendors have with the customer. These
          programs are similar to factoring programs. Transpro records the trade
          accounts receivable and sale in accordance with applicable shipping
          terms. Transpro is provided a list of invoices that the customer has
          approved for payment and that Transpro, at its sole discretion, may
          submit for payment from the financial institution, without recourse,
          rather than awaiting payment of the applicable invoices from its
          customer in accordance with the invoice dating terms. The financial
          institution deposits in Transpro's bank account an amount equal to the
          outstanding invoices presented for payment, less a factoring fee. This
          fee is based upon a pre-established annual interest rate and the
          number of days between the current date and the due date of the
          invoices in accordance

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          with the terms of sale. To record this transaction, Transpro debits
          cash for the cash received, debits interest expense for 100% of the
          factoring fee and credits accounts receivable for the value of the
          outstanding invoices being paid. As this transaction is without
          recourse, Transpro has no further responsibility for the receivable
          once funds are received from the financial institution. The factoring
          rate charged by the financial institution is a market interest rate
          based upon the credit worthiness of Transpro's retail customer and is
          currently slightly lower than Transpro's external borrowing rate. The
          factoring fee is recorded as interest expense since it is viewed as
          being the result of a financing decision, namely whether to keep the
          invoices outstanding and borrow funds under Transpro's revolving
          credit agreement or utilize the program in order to obtain funds.

Note 15-Commitments and Contingencies
Warranty Expense, page 48

     2.   Please describe for us in further detail your prior and revised
          customer programs. As part of your response, describe the reasons for
          the change in your program. In addition, explain how warranty expense
          was determined during each of the three years presented and provide
          the supporting calculations. Lastly, explain why your initial and
          revised accounting for the programs is appropriate.

          Response:
          There is only one customer program which changed. Under the terms of
          an agreement with that customer, prior to September 1, 2003, the
          selling price of product to the customer included a discount, which
          the customer received in lieu of returning to Transpro any allegedly
          defective product. This "off invoice" discount was recorded as a
          reduction of gross trade sales in the income statement. At the request
          of the customer, effective September 1, 2003, Transpro eliminated the
          sales discount and began accepting allegedly defective product returns
          from this customer. Under the new arrangement, the customer's annual
          returns (during the 12 months ended August 31) are "capped" at a fixed
          percentage of trade sales (9.5%). Commencing with this change,
          Transpro records an expense, which is classified as a reduction of
          sales, equal to the month's trade sales multiplied by the contractual
          alleged defective return cap (9.5%), and sets up an offsetting
          accrual. This accrual is reduced by the amount of actual allegedly
          defective returns made by the customer during each month. The
          increases in warranty expense and credits issued for the years ended
          December 31, 2003 and 2004, as disclosed in the footnote, were
          attributable to this customer program change.

          In light of the staff's comments, we have focused more on this issue
          and now believe that it would be preferable for this accrual to be
          shown as a contra to accounts receivable as it relates to customer
          returns which normally result in a reduction of accounts receivable.
          Accordingly, and in light of the staff's comment, in future SEC
          filings, this reclassification will be made, and the accrual balance
          will be included in Schedule II.

          The amounts presented in the footnote also include a warranty accrual
          for the Heavy Duty OEM business, which was sold on March 12, 2005.
          This accrual was, historically,

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          increased or decreased, and warranty expense was recorded in cost of
          sales based upon the historical level of customer warranty claims.
          Actual warranty claims paid are deducted from the accrual. In
          addition, at December 31, 2002, the warranty accrual included a
          provision for a Heavy Duty warranty program which had been initiated
          during 2000. This program was completed during 2003, and no accrual in
          respect thereof was recorded at December 31, 2003. As a result of the
          sale of the Heavy Duty business, this disclosure will no longer be
          required.

Note 16-Business Segments, page 48

     3.   Please provide the information about products that is required by
          paragraph 37 of SFAS 131. Provide us your proposed disclosure.

          Response:
          Paragraph 37 of SFAS 131 requires a company to report revenues from
          external customers for each product or group of similar products
          unless it is impracticable to do so. The products sold through each of
          Transpro's two business segments are considered to be similar within
          the meaning of paragraph 37. In our Automotive and Light Truck
          segment, we supply heating and cooling products as replacement auto
          parts. Many of Transpro's largest customers purchase both our heat
          exchange and air conditioning products. Within our Heavy Duty segment,
          prior to the Heavy Duty OEM sale, we supplied heat exchange products
          to heavy duty truck and industrial original equipment and aftermarket
          customers. These heavy duty products are similar, the primary
          difference being the marketplaces into which the products are sold.
          This is the reason that products within the two segments have been
          deemed to be similar in accordance with the requirements of paragraph
          37 of SFAS 131.

Note 18-Subsequent Event, page 51

     4.   Please tell us why you have not reported the results of operations for
          Transpro's Heavy Duty OEM business unit as held for sale as of
          December 31, 2004. We note that the letter of intent was signed on
          October 26, 2004, and the sale of the Heavy Duty OEM business unit was
          completed on March 1, 2005. In your response, please address each of
          the criteria in paragraph 30 of SFAS 144.

          Response:
          As background, when the letter of intent for the Heavy Duty OEM
          business unit was signed on October 26, 2004, the sale was contingent
          on the completion of a definitive agreement for that transaction, as
          well as Transpro's merger with the Modine aftermarket business, which
          would be subject to HSR Act approval and Transpro shareholder
          approval. Throughout most of the negotiations, it had been assumed
          that the Heavy Duty OEM sale and aftermarket business merger would be
          done simultaneously. It was not until early 2005, when it became
          apparent that the merger would not be completed until the end of the
          second quarter of 2005 that consideration was given to separating the
          transactions. The definitive agreements for both were not completed
          and signed until

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          January 31, 2005, and it was not until February 4, 2005 that the
          Company received HSR Act approval of the merger.

          The criteria in paragraph 30 of SFAS 144, and their applicability to
          the Heavy Duty OEM sale, are as follows:

          a)   Management, having the authority to approve the action, commits
               to a plan to sell the asset.

               While management did commit to a plan to sell the assets, it was
               not until definitive agreements were signed and HSR clearance
               received, that management decided to complete the sale separately
               from the merger transaction.

          b)   The asset is available for immediate sale in its present
               condition subject only to terms that are usual and customary for
               sales of such assets.

               The Heavy Duty OEM assets were available for sale in
               substantially their present condition as of December 31, 2004.

          c)   An active program to locate a buyer and other actions required to
               complete the plan to sell the asset have been initiated.

               Modine had been identified as a buyer for the assets.

          d)   The sale of the asset is probable, and transfer of the asset is
               expected to qualify for recognition as a completed sale, within
               one year, except as permitted by paragraph 31.

               Until it was determined that the Heavy Duty OEM sale would be
               done independently from the merger, it was not probable that the
               sale would occur within one year. The sale was expected to be
               completed simultaneously with the aftermarket merger, which was
               subject to agreement on definitive documentation, HSR Act
               clearance, shareholder approval and other conditions, the results
               of which were not determinable.

          e)   The asset is being actively marketed for sale at a price that is
               reasonable in relation to its current fair value.

               The expected selling price of the Heavy Duty OEM assets is
               reasonable in respect to their current fair value.

          f)   Actions required to complete the plan indicate that it is
               unlikely that significant changes to the plan will be made or
               that the plan will be withdrawn.

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               The details of the sale were not completed until the definitive
               agreements were signed on January 31, 2005. Until that time,
               significant changes to the plan could have occurred or the plan
               could have been withdrawn.

          Because the criteria in paragraphs (a), (d) and (f) were not met, it
          was determined that the long-lived assets should not be classified as
          held for sale as of December 31, 2004.

     5.   Please tell us how you have accounted for production backlog in the
          sale of the Heavy Duty OEM business unit. Your response should address
          whether uncompleted customer orders were transferred to the buyer or
          whether transfer of the facility will take place after production
          backlog has been eliminated. We note that the company had $5.2 million
          of backlog at December 31, 2004.

          Response:
          The $5.2 million of backlog reflects orders which had been received
          from customers for future shipment. There is no accounting for this
          backlog until the orders are actually shipped to customers. On the
          effective date of the sale all inventory including work in process was
          sold to Modine. The backlog on the effective date was sold to Modine
          as well.

As requested in your April 22, 2005 letter, we hereby acknowledge that:

     o    the Company is responsible for the adequacy and accuracy of the
          disclosure in the filings;

     o    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

     o    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.

If you have any questions regarding the Company's responses to your comments, do
not hesitate to call me at 203-859-3552.

                                  Sincerely,

                                  /s/Richard A. Wisot

                                  Richard A. Wisot
                                  Vice President, Treasurer, Secretary, and
                                  Chief Financial Officer

cc: Cari A. Kerr (SEC)
    Lawrence I. Shapiro (BDO Seidman, LLP)
    Michael Grundei (Wiggin & Dana LLP)
    Robert A. Profusek (Jones Day)

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