April 22, 2005


Via Fax & U.S. Mail

Charles E. Johnson
President and Chief Executive Officer
Transpro, Inc.
100 Gando Drive
New Haven, Connecticut 06513

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

Dear Mr. Johnson:

      We have reviewed the above referenced filing and have the
following comments.  We have limited our review to the financial
statements and related disclosures included within this document.
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 filings.

      Unless otherwise indicated, where expanded or revised
disclosure is requested, you may comply with these comments in
future
filings.  If you disagree, we will consider your explanation as to
why our comments are inapplicable or a revision is unnecessary.
In
some of our comments, we may ask you to provide us with additional
information so we may better understand your disclosure.  Please
be
as detailed as necessary in your explanations.  We look forward to
working with you in these respects and welcome any questions you
may
have about any aspects of our review.


Form 10-K for the fiscal year ended December 31, 2004

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.

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.

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.

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.

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.


* * * * *

	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.

      Please file your response to our comments via EDGAR within
fifteen business days from the date of this letter.  Please
understand that we may have additional comments after reviewing
your
response.  You may contact Cari Kerr at 202-551-3310 or the
undersigned at 202-551-3812 with any questions.


      Sincerely,



							Michael Fay
							Branch Chief


Via Fascimile: Mr. Richard A. Wisot, Chief Financial Officer, 203-
401-6470

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Transpro, Inc.
April 22, 2005
Page 1