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                                 TRANSPRO, INC.
                                 100 GANDO DRIVE
                               NEW HAVEN, CT 06513
                              203-401-6450 (PHONE)
                               203-401-6470 (FAX)

May 31, 2005

VIA EDGAR

Mr. Michael Fay
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, NW
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:

Thank you for your May 19, 2005 letter. Our responses to each of the comments
are indicated below.

Transpro is fully committed to providing effective, transparent disclosure, so
we welcome the SEC 10-K comment process and want to be responsive. If you have
any questions or additional concerns, we'd be pleased to discuss them with you
or your designee. You may contact me for that purpose at 203-859-3552.

Refer to prior comment 1
------------------------

     1.  Provide us your analysis of paragraph 9 of SFAS 140 as it relates to
         the accounts receivable program.

         Response:
         ---------
         We participate in several customer-sponsored payment programs in order
         to accelerate the collection of our outstanding accounts receivable and
         offset the impact of lengthening customer payment terms. When we submit
         invoices for payment to the financial institution designated in each
         customer program, we surrender all control over the transferred assets
         (trade accounts receivable) as required by SFAS 140 paragraph 9 and as
         specifically explained below:

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         a)    The transferred assets have been isolated from the
               transferor---put presumptively beyond the reach of the transferor
               and its creditors, even in bankruptcy or other receivership.

               The sale of receivables to the financial institution is done
               without recourse, and Transpro has no future claim to or exposure
               from any invoices tendered for payment. Since the transfer is for
               fair value, we would not get it back even in bankruptcy or
               receivership.

         b)    Each transferee has the right to pledge or exchange the assets it
               received, and no condition both constrains the transferee from
               taking advantage to its right to pledge or exchange and provides
               more than a trivial benefit to the transferor.

               Each program in which we participate is established by one of our
               customers with a financial institution with which it has a
               relationship. Once Transpro tenders invoices for payment and
               receives the required remittance (which occurs substantially
               simultaneously), the financial institution becomes the creditor
               of our customer, and assumes all risks and has the full right to
               pledge or exchange the assets. There is no constraint on the
               financial institution's ability to deal with the transferred
               assets.

         c)    The transferor does not maintain effective control over the
               transferred assets through either (1) an agreement that both
               entitles and obligates the transferor to repurchase or redeem
               them before their maturity or (2) the ability to unilaterally
               cause the holder to return specific assets, other than through a
               cleanup call.

               As noted above, when we tender invoices for payment, it is done
               without recourse, and we have neither the ability nor obligation
               to repurchase or redeem such assets from the financial
               institution, nor do we have the ability to cause the financial
               institution to return them.

         Accordingly, we believe that all requirements of paragraph 9 of SFAS
         140 are satisfied in respect to these accounts receivable programs.
         These programs are being used by us solely to accelerate the collection
         of outstanding accounts receivable balances. All we are doing is
         converting accounts receivable into cash, and recording in the income
         statement a related financing cost, which are all recorded at the same
         time.

     2.  Quantify in the notes to the financial statements the amount of the
         factoring fee and identify its location in your financial statements.

         Response:
         ---------
         In "Results of Operations - Comparison of Year Ended December 31, 2004
         to 2003," contained in Item 7 of our Form 10-K, the interest expense
         narrative

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         indicates that the discounting cost associated with these programs is
         included in interest expense on our income statement and the 2004 and
         2003 expense is quantified (see page 14 of our EDGAR filing). However,
         in accordance with the Staff's comment, in future filings, we will also
         include in the Summary of Significant Accounting Policies footnote a
         discussion of accounts receivable. This will include a description of
         the accounting treatment of the customer payment programs, including
         where the factoring cost is charged, along with the amount of factoring
         cost included in interest expense for each period for which an income
         statement is presented. The Form 8-K filing, referred to in our
         response to comment 4 below, will also contain this disclosure.

Refer to prior comment 3
------------------------

     3.  You have provided no substantive analysis to support your conclusion
         that the products sold through each of your two business segments are
         similar within the meaning of paragraph 37 of SFAS 131. The fact that
         many of your largest customers purchase both your heat exchange and air
         conditioning products is not determinative that the products are
         similar. Consequently, revise your 2004 Form 10-K to separately
         quantify the revenues attributable to radiators, heaters, and
         condensers as part of your heat exchanger unit. In addition, separately
         quantify the revenues attributable to accumulators, compressors, and
         evaporators as part of your Ready Aire temperature control unit, or
         provide a meaningful grouping of products within this unit (i.e., air
         conditioning repair products.) If you continue to believe no additional
         disclosure is required under paragraph 37 of SFAS 131, provide us a
         substantive and detailed analysis of each of the aforementioned
         products that demonstrates that the products are similar. As part of
         your analysis, separately quantify the revenues attributable to each of
         the products for the past five years and explain any significant
         fluctuations. In addition, separately describe each product and
         separately discuss the factors that impact its demand and useful life.
         Quantify the expected useful life of each product.

         Response:
         ---------
         We have reconsidered the requirements of paragraph 37 of SFAS 131 and
         consulted in this regard with our outside auditor. In light of the
         Staff's comment, we now believe that the most meaningful disclosure
         would be to disclose sales of our heat exchange products as a group and
         our temperature control (air conditioning) products as a separate
         group. Such disclosure would reflect how we manage our business and
         produce general purpose financial statements for internal use. These
         two groups encompass all of our net trade sales and represent the
         combination of similar products. Radiators and heaters are heat
         exchange products while accumulators, compressors and evaporators are
         all parts of the air conditioning (temperature control) system. We do
         not generate financial information relating to net trade sales,
         including customer rebates and adjustments, at a more detailed product
         level. This makes reporting at this level impractical. Moreover, it
         supports our conclusion that such a breakdown is not contemplated by
         paragraph 37 of SFAS 131. In addition, our manufacturing and

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         distribution facilities are not separated by specific product, nor are
         our operational management or internal reporting.

         In future filings, we will provide, in our Business Segment footnote,
         annual trade sales for these two product groups (heat exchange products
         and temperature control products) for each of the years for which an
         income statement is presented. In addition, our MD&A will be expanded
         to discuss sales for these two product groups along with the year over
         year percent change and fluctuation explanation. The Form 8-K filing,
         referred to in our response to comment 4 below, will also contain this
         disclosure.

Refer to prior comment 4
------------------------

     4.  Please further explain to us why you believe you have not substantively
         met the criteria in paragraph 30(f) of SFAS 144. While you indicate
         that significant changes to the plan could have occurred or the plan
         could have been withdrawn, both of these scenarios, however, appear
         unlikely given the limited period of time between year-end and the date
         the definitive agreement was signed. The lack of a definitive agreement
         does not by itself preclude you from meeting the criteria of paragraph
         30(f).

         Response:
         ---------
         Perhaps it would be helpful to put the negotiations of the deal in
         broader context. Substantive negotiations began in January 2004 and
         took over a year to complete. This was a difficult deal--the "reverse
         Morris Trust" structure was hard to finalize (and required an IRS
         ruling, which is rare in M&A today). Modine also had to develop, from
         scratch, carve out financial statements and have them audited.
         Antitrust review was substantial here, in large part because so many
         North American manufacturers were exiting relevant product lines. Most
         important, challenging industry conditions and the size of the deal
         dictated that the parties deal with due diligence and other issues that
         might have been glossed over in larger deals, or deals in rapidly
         growing industries.

         As such, the deal process proceeded over a 13-month period. Although
         the parties announced an agreement in principle in October, unlike most
         M&A transactions, there truly was no assurance that definitive
         agreements would be reached until right before they were actually
         signed, and even then, closing was much less certain than usual (as
         evidenced by the fact that Transpro's annual shareholder meeting date
         has still not been set).

         At December 31, 2004, there were a number of major unresolved issues.
         Modine had not yet produced audited financial statements for the
         aftermarket business, which needed to be reviewed and analyzed prior to
         reaching a final agreement, and there were substantial unresolved
         issues about environmental liabilities. The audited financial
         statements were not provided until late January, 2005. Due to the
         nature of the business, the environmental investigations were extensive
         and

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         critical to the final deal; including so-called "Phase II" testing that
         was not finalized at December 31st. The results of the environmental
         testing and investigations were not available at December 31st, and
         when they were, there was substantial disagreement over their
         treatment. In fact, the allocation of environmental liabilities
         reflected in the letter of intent was ultimately abandoned as a result
         of disagreements over interpretation of the environmental
         investigations, and the parties were unable to agree to the liability
         allocation concept reflected in the definitive agreements until late
         January. While, in hindsight, the plan was not withdrawn between
         year-end and the signing date, it was reasonably possible (and
         therefore not unlikely) that this could have happened. After
         considering these factors, we concluded that the requirements of
         paragraph 30(f) of SFAS 144 were not satisfied as of December 31, 2004.

         However, as the Staff is aware, we have filed a Registration Statement
         on Form S-4 with respect to the merger with the aftermarket business of
         Modine. Our 2004 Form 10-K is included in the S-4. Since we have now
         filed our Form 10-Q for the first reporting period subsequent to the
         sale, reflecting the Heavy Duty OEM business as a discontinued
         operation, we will be filing a Form 8-K within the next week or so, and
         in any case prior to the effectiveness of the S-4, that will present
         the historical financial statements and the MD&A for the year ended
         December 31, 2004 reflecting the Heavy Duty OEM business as a
         discontinued operation. The Form 8-K will be incorporated by reference
         in the Form S-4 and will provide the marketplace with the additional
         disclosure the Staff requested.

     5.  Please further explain to us why you believe you have not substantively
         met the criteria in paragraph 30(d) of SFAS 144. Your response appears
         inconsistent with your October 29, 2004 investor presentation. In your
         response you state that the merger was subject to agreement on
         definitive documentation, HSR Act clearance, shareholder approval and
         other conditions, the results of which were not determinable.
         Transpro's December 15, 2004 modification letter to Modine indicates
         that the definitive agreement would be executed shortly. Further, the
         investor presentation clearly indicates that the time frame for the HSR
         Act clearance, shareholder approval and other conditions were
         determinable. In this regard, you expected the transaction to initially
         close in the first quarter of 2005 based on a definitive agreement that
         would have initially been signed in November 2004. Consequently, it
         appears that you had a time frame of approximately three to four months
         to complete the transaction following the signing of the definitive
         agreement. Please reconcile in detail the time frame used to prepare
         the investor presentation and your response, and clearly explain to us
         why you have not met the criteria contained in paragraph 30(d) of SFAS
         144.

         Response:
         ---------
         We agree, that if they were to be completed, the transactions were
         anticipated to close within one year, but we believe that the criteria
         of paragraph 30(d) of SFAS 144 were not met, because the sale of the
         assets was not probable at December 31, 2004. As indicated in the
         response to comment 4 above, as of December 31 there

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         were significant contractual issues which remained to be negotiated to
         get a final deal. In addition, as of that point in time, ma