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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

TRANS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

- --------------------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

[TRANS-INDUSTRIES, INC. LOGO]
--------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

--------------------

October __, 2004

Dear Stockholder:

You are cordially invited to attend the 2004 Annual Meeting of
Stockholders of Trans-Industries, Inc., to be held on November 17, 2004, at
11:00 a.m. local time, at the Holiday Inn, 1500 Opdyke Road, Auburn Hills,
Michigan. On the following pages, you will find information about the meeting,
which is being held for the following purposes:

1. The election of six directors, three of whom will be elected by the
holders of shares of the Company's Common Stock, par value $0.10 per
share, voting separately as a class, and three of whom will be elected
by the holders of shares of the Company's Series B Convertible
Preferred Stock, par value $1.00 per share, voting separately as a
series, for a one-year term ending at the 2005 annual meeting or until
their successors are duly elected and qualified;

2. To ratify the issuance to Harry E. Figgie, Jr., as trustee under the
Trust Agreement dated July 15, 1976, as amended, (the "Figgie Trust")
of 193,799 shares of Series B Convertible Preferred Stock and Warrants
to purchase in the aggregate up to 145,349 shares of Trans-Industries
Common Stock, par value $0.10 per share, pursuant to the Series B
Convertible Preferred Stock and Warrant Purchase Agreement (the "Series
B Purchase Agreement") dated March 4, 2004 (the "First Tranche");

3. To ratify the applicable voting provisions established by the Company's
Certificate of Designation, Preferences and Rights of Series B
Convertible Preferred Stock of Trans-Industries, Inc. which states that
the approval of the holders of at least a majority of the outstanding
shares of Series B Convertible Preferred Stock, voting as a separate
series, is required for the Company to increase the maximum number of
directors constituting the Board of Directors to more than six and that
the holders of the Series B Convertible Preferred Stock, again voting
as a separate series, have the right to elect three of the Company's
six directors;

4. To approve, for purposes of complying with NASDAQ Marketplace Rule
4350(i)(1)(B), the issuance of additional stock to, or acquisitions by,
Mr. Figgie or his affiliates pursuant to the Convertible Promissory
Note Purchase Agreement dated August 18, 2004 (the "Note Purchase
Agreement"), the Series B Purchase Agreement and various ancillary
agreements to the Note Purchase Agreement and the Series B Purchase
Agreement (the "Second Tranche"), as more fully described in the
accompanying proxy material;

5. To grant discretionary authority to adjourn the meeting; and

6. To transact such other business as may properly come before the meeting
or any adjournments thereof.

At the meeting, management will also review our operations, discuss the
financial statements for the fiscal year ended December 31, 2003, and report on
our results of operations for the nine month period ended September 30, 2004, as
well as plans for the future. A question and answer session for stockholders
will follow.

Your vote is important to us. If you cannot be with us in person,
please be sure to vote your shares by proxy. This may be accomplished by signing
and dating the enclosed proxy card and returning it in the postage-paid return
envelope. If you send in the proxy card and attend the Annual Meeting, you may
continue to have your shares voted as instructed in the proxy or you may
withdraw your proxy at the Annual Meeting and vote your shares in person.

Sincerely,

Dale S. Coenen
Chairman of the Board
Chief Executive Officer

TRANS INDUSTRIES, INC.

1780 OPDYKE COURT
AUBURN HILLS, MI 48326

NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS

SUMMARY OF PROPOSALS TO BE CONSIDERED BY STOCKHOLDERS

Notice is hereby given that the Annual Meeting of Stockholders of
Trans-Industries, Inc. will be held at the Holiday Inn, 1500 Opdyke Road, Auburn
Hills, Michigan, on November 17, 2004, at 11:00 a.m., for the following
purposes:

5. To grant discretionary authority to adjourn the meeting; and

6. To transact such other business as may properly come before the
meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on September 24,
2004 as the record date for the determination of stockholders of the Company
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.

By Order of the Board of Directors,

Rochester Hills, Michigan Robert Anderson,
Dated: October __, 2004 Secretary

INCLUDED WITH THESE PROXY MATERIALS, AND INCORPORATED HEREIN, ARE THE COMPANY'S
(1) FORM 10-K AND FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2003, (2) FORM
10-Q FOR THE QUARTER ENDED MARCH 31, 2004, AND (3) FORM 10-Q FOR THE
QUARTER ENDED JUNE 30, 2004. STOCKHOLDERS ARE ENCOURAGED TO REVIEW THIS
INFORMATION TOGETHER WITH THESE PROXY MATERIALS.

STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING
ARE URGED TO SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE.

TRANS-INDUSTRIES, INC.

1780 OPDYKE COURT
AUBURN HILLS, MI 48326

PROXY STATEMENT
MAILED ON OCTOBER __, 2004

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 17, 2004

This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Trans-Industries, Inc. (the "Company"), a
Delaware corporation, of proxies for the Annual Meeting of its Stockholders to
be held on November 17, 2004, and any adjournments thereof for the purpose of
considering and acting upon the matters specified in the Notice of Annual
Meeting of its Stockholders accompanying this Proxy Statement.

This Proxy Statement and the accompanying form of proxy are being
mailed to stockholders on or about October __, 2004.

PROXY SOLICITATION

Only stockholders of record as of September 24, 2004 will be entitled
to vote at the Annual Meeting or any adjournments thereof. All proxies in the
enclosed form which are properly executed and returned to the Company will be
voted at the Annual Meeting, and any adjournments thereof, in accordance with
any directions thereon, or, if no directions are made, will be voted FOR
approval of Proposals 1, 2, 3, 4 and 5 set forth in the Notice of Annual
Meeting. The Company's Certificate of Incorporation does not provide for
cumulative voting rights. Stockholders who execute proxies may revoke them at
any time before they are voted. The enclosed proxy is revocable by a stockholder
at any time prior to the exercise thereof by submitting a written notice of
revocation, a subsequently executed proxy to the Secretary of the Company or by
attending the Annual Meeting and voting in person. Signing and mailing the proxy
will not affect a stockholder's right to give a later proxy or attend the Annual
Meeting and vote in person. If a stockholder executing a proxy attends the
meeting and votes in person, the proxy will not be used. As of the close of
business on September 24, 2004, the record date, the Company had outstanding
3,139,737 shares of Common Stock, par value $0.10 per share (the "Common Stock")
and 193,799 shares of Series B Convertible Preferred Stock, par value $0.10 (the
"Series B Convertible Preferred Stock"). Each share of Series B Convertible
Preferred is convertible at the option of the holder into three shares of Common
Stock. Consequently, the Series B Convertible Preferred is convertible into
581,397 shares of Common Stock. Each share of Common Stock is entitled to one
vote and each share of Series B Convertible Preferred Stock has the right to
vote on an as converted basis with respect to each matter to be voted on at the
Annual Meeting. In accordance with NASD rules described below, Mr. Figgie will
not be eligible to vote his Series B Convertible Preferred shares with respect
to Proposal 4. In light of the intent of the NASD rules described below, the
Company has determined that Mr. Figgie will not be eligible to vote his Series B
Convertible Preferred shares with respect to Proposals 2 and 3. With respect to
Proposal 1, the holders of the Common Stock, voting separately as a class, are
entitled to elect three Directors to the Board of Directors and the holders of
Series B Convertible Preferred Stock, voting separately as a series, are
entitled to elect the remaining three Directors to the Board of Directors.

At the Annual Meeting, in accordance with the Delaware General
Corporation Law and the Company's Certificate of Incorporation, the inspectors
of election appointed by the Board of Directors for the Annual Meeting will
determine the presence of a quorum and will tabulate the results of stockholder
voting. Pursuant to the Company's Amended and Restated By-Laws (the "By-Laws"),
at the Annual Meeting the

holders of a majority of the outstanding shares of Common Stock and Series B
Convertible Preferred on an as converted basis entitled to vote at the Annual
Meeting, present in person or by proxy, constitute a quorum. The shares
represented at the Annual Meeting by proxies which are marked, with respect to
the election of Directors, as "withheld" or, with respect to any other Proposal,
"abstain," will be counted as shares present for purposes of determining whether
a quorum is present.

Under the rules of the Nasdaq Stock Market, Inc. ("NASDAQ"), brokers
who hold shares in street name for beneficial owners have the authority to vote
on certain items when they have not received instructions from such beneficial
owners. Under applicable Delaware law, if a broker returns a proxy and has not
voted on a certain Proposal, such broker non-votes will count for purposes of
determining whether a quorum is present.

Pursuant to the Company's By-Laws, at the Annual Meeting, subject to
the above-referenced right of the Series B Convertible Preferred Stock holders
to elect three of the six Board members, a plurality of the votes cast is
sufficient to elect a nominee as a Director. In the election of Directors, votes
may be cast in favor or withheld. Votes that are withheld or broker non-votes
will have no effect on the outcome of the election of Directors. Pursuant to the
Company's By-Laws, all other questions and matters brought before the Annual
Meeting will be decided by the vote of the holders of a majority of the
outstanding shares entitled to vote thereon present in person or by proxy at the
Annual Meeting, unless otherwise provided by law or by the Certificate. In
voting on matters other than the election of Directors, votes may be cast in
favor, against or abstained. Abstentions will count as present for purposes of
the Proposal on which the abstention is noted and will have the effect of a vote
against the Proposal. Broker non-votes are not counted as present and entitled
to vote for purposes of determining whether such a Proposal has been approved
and will have no effect on the outcome of such Proposal.

The cost of soliciting proxies in the form accompanying this Proxy
Statement will be borne by the Company. In addition to solicitation by mail,
proxies may be solicited by Directors, officers and regular employees of the
Company in person or by mail, telephone, telegraph, facsimile or electronic
mail, following the original solicitation. As discussed above, Mr. Figgie is not
eligible to vote his Series B Convertible Preferred shares with respect to
Proposals 2, 3 and 4 and these shares will thus not be counted as present and
entitled to vote with respect to Proposals 2, 3 and 4 and accordingly will have
no effect on Proposals 2, 3 and 4.

SHARE OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT

The following table sets forth information with respect to Common Stock
owned on July 31, 2004, unless otherwise noted, by each person known by the
Company to own beneficially more than 5% of the Company's outstanding Common
Stock at such date, the number of shares owned by each such person and the
percentage of the outstanding shares represented thereby. The table also lists
beneficial ownership of Common Stock by each of the Company's Directors, each
nominee for election as a Director, each executive officer named in the summary
compensation table set forth in this Proxy Statement, and all Directors and
executive officers as a group. Unless indicated otherwise, the address of each
director and executive officer is 1780 Opdyke Court, Auburn Hills, MI 48326.

NAME AND ADDRESS OF SHARES OF COMMON PERCENTAGE OF
BENEFICIAL OWNER STOCK BENEFICIALLY COMMON STOCK OWNED
OWNED AS OF JULY 31, 2004
- -------------------------- ------------------ -------------------
Dale S. Coenen 579,389 15.0%

Duncan Miller 495,938 12.8%

Trans Industries Profit 340,694 8.8%
Sharing Plan

Ronald C. Lamparter 249,700 6.5%
7204 Sterling Ponds Court
Sterling Heights, MI
48312

Harry E. Figgie, Jr. 879,675 (1) 22.8% (1)

Kai Kosanke 34,395 (2) 1.1% (2)

Joseph Trimai 14,000 (3) 0.4% (3)

All directors and 1,666,858 (4) 51.2% (4)
executive officers as a
group (7 persons)

(1) Pursuant to the Purchase Agreement (the "Purchase Agreement") dated as
of March 4, 2004 by and between the Company and Harry E. Figgie, Jr.
trustee under the Trust Agreement dated July 15, 1976, as modified, and
his affiliates and successors, received approximately 193,799 shares of
Series B Convertible Preferred Stock ("Series B Stock") and Warrants to
purchase up to 145,348 shares of Common Stock (the "Purchase
Agreement"). Each share of Series B Stock is immediately convertible
into three (3) shares of Common Stock. Consequently, the beneficial
ownership figure includes the 193,799 shares of Series B Convertible
Preferred Stock on an as converted basis (193,799 x 3 = 581,397) and
the 145,348 shares under immediately exercisable Warrants.
(2) Includes 20,000 shares of Common Stock which Mr. Kosanke has the right
to acquire within 60 days of July 31, 2004 through the exercise of
stock options.
(3) Includes 14,000 shares of Common Stock which Mr. Trimai has the right
to acquire within 60 days of July 31, 2004 through the exercise of
stock options.
(4) Includes 116,000 shares of Common Stock which members of the group
have the right to acquire within 60 days of July 31, 2004 through the
exercise of stock options.
(5) Mr. Figgie resigned from the Board of Directors in June 2003 and
rejoined the Board in March 2004.

1. ELECTION OF DIRECTORS

At the Annual Meeting, six directors are to be elected to hold office
until the next annual meeting and until their successors have been elected and
qualified. It is the intention of the persons named in the enclosed form of
proxy to vote for the election, as directors, of the persons named in the table
below. In case any such nominee should become unavailable for any reason, which
the management has no reason to

anticipate, the proxy holders reserve the right to substitute another person of
their choice in his place. All persons named in the table below are now
directors of the Company, except for Mr. H. Sean Mathis. Mr. Coenen, Mr. Figgie,
and Mr. Ruben were elected by the stockholders at the annual meeting in 2003.
Mr. Figgie temporarily resigned from the Board of Directors in June 2003. In
March 2004, Mr. Figgie was reinstated as a Company director and Mr. O'Brien and
Mr. Solon were appointed as Company directors in March 2004. Mr. Coenen, the
Company's CEO, recommended Mr. H. Sean Mathis and Mr. Figgie, a non-management
director, recommended Mr. O'Brien, as nominees to serve on the Company's Board
of Directors.

The information concerning the nominees and their security holdings has
been furnished to the Company by the nominees.

PRINCIPAL OCCUPATION AND
NAME OF ORGANIZATION DIRECTOR
NAME AND AGE IN WHICH CARRIED ON SINCE

Dale S. Coenen (75)........... Chairman of the Board and 1967
Chief Executive Officer of the
Company

Harry E. Figgie, Jr. (80)..... Private Investor, 2000
Chairman of the Board,
The Clark Reliance Corporation, a
manufacturer
of liquid flow meters and valves

Robert J. Ruben (80).......... Retired judge: arbitrator 2001
Retired as Secretary
of the Company in June, 2002

James O'Brien (59)............ Managing Director of Catapult 2004
Advisors, LLC, an investment
advisory company

Richard A. Solon (50)......... President and Chief Operating 2004
Officer of the Company

H. Sean Mathis (57)......... President of Litchfield Asset -
Holdings, an investment advisory
company, and Managing Director of
Miller, Mathis & Co., LLC, a
restructuring investment banking
firm

Each of the nominees has been engaged in the principal occupation set
forth above for more than the past five years except for Mr. O'Brien and Mr.
Solon. Mr. O'Brien prior to being Managing Director for Catapult Advisors, LLC
since January 2003 was the owner of The Wellston Group, a consulting group from
1995 to December 2002; and Chief Operating Officer of Swingster Company, a
manufacturer and distributor of corporate logoed merchandise, from 1994 through
1995. Additionally, Mr. O'Brien serves on the Board of Directors of Young
Innovations, Inc. and has done so since 1998. Young Innovations develops,
manufactures, and markets supplies and equipment used to facilitate the practice
of dentistry and to promote oral health. Mr. Solon, from 2000 to 2004 was
president and CEO of Orion Bus Industries, a manufacturer of transit buses.
Prior to his employment with Orion, Mr. Solon was president of Snorkel
International, a manufacturer of aerial lift equipment.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE FOREGOING
NOMINEES FOR MEMBERSHIP TO THE BOARD OF DIRECTORS. A PLURALITY OF THE VOTES
REPRESENTED AT THE MEETING IS REQUIRED TO ELECT A NOMINEE AS A DIRECTOR.

BOARD OF DIRECTORS AND COMMITTEES

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors held four meetings during the fiscal year ended
December 31, 2003. During that fiscal year no director, except Mr. Miller,
attended fewer than 75% of the aggregate of the total number of meetings of the
Board and the committees on which he served, during the periods that he was a
director.

DIRECTOR INDEPENDENCE

The Board of Directors will review the independence of its members on
an annual basis. No director will be deemed to be independent unless the Board
affirmatively determines that the director in question has no material
relationship with the Company, directly or as an officer, stockholder, member or
partner of an organization that has a material relationship with the Company
which will interfere with that person's exercise of independent judgment. The
Board applies the criteria for independence established by NASDAQ (where the
Company's common stock is listed for trading) and all other applicable laws,
rules and regulations.

In its annual review of director independence, the Board considered all
commercial, banking, consulting, legal, accounting, charitable or other business
relationships any director may have with the Company. As a result of its annual
review, the Board has determined that all of the directors are independent, with
the exception of Messrs. Dale S. Coenen and Richard A. Solon. Dales S. Coenen
and Richard A. Solon are not independent because they are both executive
officers of the Company. In making its independence determination with respect
to Harry E. Figgie, Jr., the Board of Directors considered the transactions that
are the subject of Proposals 2, 3 and 4 and concluded that this relationship
with the Company would not impair his independence. Accordingly, the Board of
Directors is comprised of a majority of independent directors as required by the
NASDAQ listing standards.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has four standing committees: (i) an Audit
Committee; (ii) a Compensation Committee, (iii) a Nominating Committee and (iv)
a Management Committee.

The Audit Committee is currently composed of James O'Brien (Chairman),
Harry E. Figgie Jr., and Robert Ruben. The Board of Directors intends to replace
Mr. Figgie with Mr. Mathis as a member of the Audit Committee at the 2004 Annual
Meeting of Stockholders. The Board of Directors has determined that such Audit
Committee will be comprised entirely of independent directors as defined under
the NASDAQ listing standards and Section 10A(m)(3) of the Securities Exchanges
Act of 1934, as amended. The Board of Directors has determined that James
O'Brien is the audit committee financial expert for the Company, as defined by
the SEC and he qualifies as an independent Director. The Board of Directors also
certifies that Mr. O'Brien meets the requirements of a "financially
sophisticated audit committee member" under the NASDAQ listing standards. The
Audit Committee is charged with assisting the Board in its oversight of (i) the
qualifications, independence and performance of the Company's independent
accountants and the performance of the Company's internal auditors and internal
audit function; (ii) the integrity of the Company's financial statements and the
Company's financial reporting processes and systems of internal control; and
(iii) the Company's compliance with legal and regulatory requirements. The Audit
Committee provides an avenue of communications among management, the independent
accountants, the internal auditors and the Board. In carrying out its
responsibilities, the audit committee also meets with the independent auditors
in executive session, without members of management present. Attached to this
proxy statement, as Exhibit A, is the Trans-Industries, Inc. Audit Committee
Charter, as amended and restated and adopted by the Board of Directors on May
19, 2004. The Audit Committee met four times during the year ended December 31,
2003.

The Compensation Committee is composed of Harry E. Figgie Jr.
(Chairman), Robert Ruben and James O'Brien. The Compensation Committee is
comprised entirely of independent directors, as defined under the NASDAQ listing
standards. The Compensation Committee is charged with assisting the Board in;
(i) developing and periodically reviewing compensation policies for the Company,
including stock options, consistent with and linked to the Company's strategies;
(ii) evaluating the performance of the Company's Chief Executive Officer ("CEO")
and determining his compensation annually; (iii) recommending the compensation
of the Company's other officers to the Board annually; (iv) reviewing
management's recommendations on executive compensation policies and programs;
(v) recommending to the Board the fees of outside directors; and (vi) reviewing
benefit plan administration. The Compensation Committee met once during the year
ended December 31, 2003.

The Nominating And Corporate Governance Committee is composed of Robert
Ruben (Chairman), James O'Brien and Harry E. Figgie Jr. The Nominating and
Corporate Governance Committee is composed entirely of independent directors as
defined under the NASDAQ listing standards. The Nominating and Corporate
Governance Committee is charged with assisting the Board in (i) establishing
criteria for Board membership; (ii) searching for and screening candidates to
fill vacancies on the Board; (iii) recommending an appropriate slate of
candidates for election each year; (iv) evaluating the performance of individual
directors; (v) assessing the overall performance of the Board; (vi) considering
issues regarding the composition and size of the Board; and (vii) monitoring a
process to assess Board effectiveness. In addition, the Nominating and Corporate
Governance Committee evaluates and makes recommendations to the Board of
Directors regarding the development and adoption of corporate governance and
ethical principles applicable to the Company including its Code of Conduct &
Compliance. The Nominating and Corporate Governance Committee has a written
charter which addresses the director nomination process and such related matters
as are required under all applicable securities laws, rules and regulations.
Attached to this proxy statement, as Exhibit B, is the Trans-Industries, Inc.
Nominating Committee charter, as amended and restated and adopted by the Board
of Directors on May 19, 2004. The Nominating Committee met once during the year
ended December 31, 2003.

The Management Committee is composed of Dale S. Coenen, Richard Solon
and Harry E. Figgie, Jr. Mr. Figgie will have the right to appoint two of the
three members of the Management Committee. The Management Committee shall meet
bi-monthly during months the full Board of Directors does not meet. Company
management shall consult with, and report to, the Management Committee as
requested by the

Management Committee. Notwithstanding the foregoing, the ultimate decision
making authority for the Company rests with Board of Directors.

NOMINATION OF DIRECTORS

As indicated previously, the holders of a majority of the Series B
Convertible Preferred Stock voting as a separate series, shall be entitled to
elect three of the six members of the Company's Board of Directors. With respect
to the three remaining members of the Board of Directors who will be elected by
the holders of the Company's Common Stock voting as a separate class, such
directors will be nominated by the Board of Directors or by stockholders in
accordance with the Bylaws of the Company. As a matter of course, the Nominating
and Corporate Governance Committee reviews the qualifications of various persons
to determine whether they might make good candidates for consideration for
membership on the Board of Directors. The Nominating and Corporate Governance
Committee will review all proposed nominees for the Board of Directors,
including those proposed by stockholders, in accordance with its mandate
contained in its charter. This will include a review of the person's judgment,
experience, independence, understanding of the Company's business or other
related industries and such other factors as the Nominating and Corporate
Governance Committee determines are relevant in light of the needs of the Board
of Directors and the Company. The Nominating and Corporate Governance Committee
will select qualified candidates and review its recommendations with the Board
of Directors, which will decide whether to invite the candidate to be a nominee
for election to the Board of Directors.

The Nominating and Corporate Governance Committee does not rely on a
fixed set of qualifications for director nominees. The Committee's primary
mandate with respect to director nominees is to create a Board with a broad
range of skills and attributes that is aligned with the Company's needs. The
minimum qualifications for director nominees is that they (i) be able to
dedicate the time and resources sufficient for the diligent performance of the
duties required by a member of the Board of Directors, (ii) not hold positions
that conflict with their responsibilities to the Company, and (iii) comply with
any other minimum qualifications for either individual directors or the Board as
a whole mandated by applicable laws and regulations.

The Nominating and Corporate Governance Committee's process for
evaluating nominees for director, including nominees recommended by
stockholders, is to consider an individual's skills, character professional
ethics, judgment, leadership experience, business experience, knowledge of
issues facing publicly traded companies, and other relevant criteria as they may
contribute to the Company's success. This evaluation is performed in light of
the Committee's views as to what skill set and other characteristics would most
complement those of the current directors. Ultimately, the Nominating and
Corporate Governance Committee will select prospective Board members who it
believes will be effective, in conjunction with the other members of the Board,
in collectively serving the long-term interests of the Company's stockholders.

If the Nominating and Corporate Governance Committee receives a nominee
recommendation from a stockholder or group of stockholders that have
beneficially owned more than 5% of the Company's voting common stock for at
least one year as of the date of the recommendation, the name of the candidate,
the name(s) of the stockholder(s) who recommended the candidate and whether the
Nominating and Corporate Governance Committee chose to nominate the candidate
will be provided, if the consent of both the stockholder(s) and the candidate
have been received.

For a stockholder to submit a candidate for consideration by the
Nominating and Corporate Governance Committee for nomination for election as a
director at the 2005 Annual Meeting, a stockholder must notify the Company's
secretary no later than ___________, 2005. Notices should be sent to: Secretary,
1780 Opdyke Court, Auburn Hills, MI 48326. The notice must contain, at a
minimum, the following:

o the name, age, business address and residence address of the
proposed nominee;

o the principal occupation or employment of the proposed nominee;

o the number of shares of the Company which are beneficially owned by
such candidate;

o a description of all arrangements or understandings between the
stockholder(s) making such nomination and each candidate and any
other person or persons (naming such person or persons) pursuant to
which nominations are to be made by the stockholder;

o detailed biographical data and qualifications and information
regarding any relationships between the candidate and the Company
within the past three years;

o any other information relating to the proposed nominee that would
be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder;

o any other information the stockholder believes is relevant
concerning the proposed nominee;

o a written consent of the proposed nominee(s) to being named as a
nominee and to serve as a director if elected;

o whether the proposed nominee is going to be nominated at the
annual meeting of stockholders or is only being provided for
consideration by the Nominating and Corporate Governance Committee;

o the name and record address of the stockholder who is submitting
the notice;

o the class or series and number of shares of voting stock of the
Company which are owned of record or beneficially by the
stockholder who is submitting the notice and the date such shares
were acquired by the stockholder and if such person is not a
stockholder of record or if such shares are owned by an entity,
reasonable evidence of such person's ownership of such shares or
such person's authority to act on behalf of such entity; and

o if the stockholder who is submitting the notice intends to
nominate the proposed nominee at the annual meeting of
stockholders, a representation that the stockholder intends to
appear in person or by proxy at the annual meeting to nominate the
proposed nominee named in the notice.

COMMUNICATIONS WITH THE BOARD

In order to provide the Company's stockholders and other interested
parties a direct and open line of communication to the Board of Directors, we
have adopted the following procedures for communications with the Board.

Stockholders of the Company and other interested persons may
communicate with the chairman of the Nominating Committee, Audit Committee or
Compensation Committee or with the independent directors as a group by sending
such communication by regular mail or overnight delivery service to: the
Corporate Secretary, Trans-Industries, Inc., 1780 Opdyke Court, Auburn Hills, MI
48326. The mail should specify which of the foregoing is the intended recipient.

All communications received in accordance with these procedures will be
reviewed initially by Dale S. Coenen, Richard A. Solon, or Kai Kosanke who will
relay all such communications to the appropriate director or directors unless he
determines that such communication:

o Does not relate to the business or affairs of the Company or the
functioning or constitution of the Board of Directors or any of its
committees; or

o Relates to routine or insignificant matters that do not warrant the
attention of the Board of Directors.

ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT THE ANNUAL MEETING OF
STOCKHOLDERS

The Company encourages each member of the Board of Directors to attend
each annual meeting of stockholders. All of the Company's current directors who
were members of the Board at last year's annual meeting of stockholders held on
May 21, 2003 were in attendance.

CODE OF CONDUCT & COMPLIANCE

The Sarbanes-Oxley Act and related rules adopted by the Securities and
Exchange Commission (the "SEC") require publicly traded companies to disclose
whether they have adopted a code of ethics that applies to a company's principal
executive officer, principal financial officer and principal accounting officer
or controller, or persons performing similar functions. The rules also define
what constitutes a code of ethics. The Company recently has adopted such a code
of ethics. The Company will provide to any person without charge, upon request,
a copy of its Code of Conduct & Compliance. To receive a copy of the Company's
Code of Conduct & Compliance, requests should be sent to:

Trans-Industries, Inc.
Attn: Chief Financial Officer
1780 Opdyke Court
Auburn Hills, MI 48326

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation
for services in all capacities to the Company and its subsidiaries for the years
ended December 31, 2003, 2002 and 2001 of those persons who were, at December
31, 2003, (i) the Chief Executive Officer and (ii) the next four most highly
compensated executive officers of the Company and its subsidiaries (the "Named
Executive Officers").

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION COMPENSATION
POSITION YEAR ($) (3) ($) (1) (3) ($) (3) ($) (2) (3)
------------------ ----- --------- ----------- --------------- -------------

Dale S. Coenen 2003 $ 320,000 $ -0- $ 25,000 $ 5,676
Chairman of the Board 2002 320,000 -0- 25,000 718
and President of 2001 320,000 -0- 25,000 5,727
Trans-Industries, Inc.

O.K. Dealey, Jr. 2003 201,667 121,000 25,000 717
President of 2002 185,000 -0- 25,000 3,468
Transmatic, Inc. 2001 173,750 -0- 25,000 4,501

Kai Kosanke 2003 150,417 -0- -0- 4,242
Vice President of 2002 140,000 -0- -0- 2,829
Trans Industries, Inc. 2001 125,000 -0- -0- 3,625

Jack Stratford 2003 128,570 25,714 -0- 1,680
Sr. Vice President of 2002 128,570 27,440 -0- 718
Transmatic, Inc. 2001 155,362 -0- -0- 2,251

Joseph Trimai 2003 120,417 48,167 -0- 5,235
Sr. Vice President of 2002 110,000 44,000 -0- 2,329
Transmatic, Inc. 2001 98,500 40,000 -0- 6,118

(1) The bonuses reported in the table are indicated for the year earned, not
necessarily the year paid.
(2) "All Other Compensation" consists of discretionary contributions to the
Company's Defined Contribution Plan and Company matching contributions to
the 401(K) Plan.
(3) The incremental cost to the Company and its subsidiaries of providing
incidental personal benefits to executive officers of the Company did not,
for the 2003 fiscal year, exceed the lesser of $50,000 or 10% of the total
of annual salary and bonus for any individual named in the Summary
Compensation Table.

RELATED PARTY TRANSACTIONS

The Company does not know of any transactions other than those
discussed elsewhere in this proxy statement in which the amount involved exceeds
$60,000 and in which any director, officer, or any security holder who is known
to the Company to own of record or beneficially more than 5% of the Company's
voting securities, or any immediate family member of any such persons had a
material interest.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company has a Compensation Committee of the Board of Directors,
consisting of Harry E. Figgie Jr., Robert Ruben, and Jim O'Brien. Harry E.
Figgie, Jr. has engaged, or has the potential to engage, in the transactions
with the Company described elsewhere in this proxy statement. See the disclosure
under Proposals 2, 3 and 4 that follows.

COMPENSATION OF DIRECTORS

The Board of Directors has approved an annual compensation for its
members of $25,000. For the year ended December 31, 2003 Dale S. Coenen, Robert
J. Ruben, and Harry E. Figgie, Jr. received $25,000, $25,000 and $12,500,
respectively for their Board and Committee service.

PROFIT SHARING PLAN

A Defined Contribution Plan was adopted by the Company in 1977, and is
nondiscriminatory, port-able, cliff-type vesting, and completely Company
financed for all full time employees of Trans-Industries, Inc. and its
subsidiaries with one year or more of service who are not part of a collective
bargaining unit. Contributions are established annually by action of the Board
of Directors based on profits, cash flow, and other pertinent factors. For 2003,
there was no contribution made to the Plan. Distribution of accounts is made
upon termination of employment. Due to the variable circumstances surrounding
the Company's decision to contribute to the Plan in any given year, the Company
has determined that it is not feasible to project estimated annual benefits
payable upon retirement at normal retirement age for each of the "Named
Officers."

Incorporated into the Defined Contribution Plan is a 401(K) feature,
whereby the Company matches the employee's deferrals at a rate of 25%. The
Company's contributions to the 401(K) plan amounted to $45,000 for 2003.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following is the Compensation Committee report for 2003.

COMPENSATION PHILOSOPHY

The Company's compensation programs are intended to provide its
executive officers with a mix of salary, benefits and incentive compensation
arrangements that are: (i) consistent with the interests of stockholders, (ii)
competitive with the arrangements provided by other companies in the industry,
(iii) commensurate with each executive's performance, experience and
responsibilities, and (iv) sufficient to attract and retain highly qualified
executives. In making its recommendations concerning adjustments to salaries and
awards under compensation plans, the Compensation Committee considers the
financial condition and performance of the Company during the prior year and the
Company's success in achieving financial, operational and other strategic
objectives. The Compensation Committee also makes an assessment of the
contributions of the individual executive officer to the Company's performance
and to the achievement

of its objectives, as well as the success of the executive in achieving
objectives which may have been set for such individual. In assessing individual
performance, the Compensation Committee also seeks to recognize individual
contributions during periods when the Company experienced adverse business or
financial conditions.

Each component of an executive's compensation package is intended to
assist in attaining one or more of the objectives outlined above. The Company
attempts to provide its executives with base salaries and benefits that are
competitive with those of comparable companies and commensurate with the
performance, experience and responsibilities of each executive. Through salary
adjustments and bonuses, the Company also seeks to provide its executives with
incentives to improve the Company's financial and operational performance by
providing a method for rewarding individual performance. Finally, the Company's
Employees' Stock Option Plan has been used to provide executive officers with an
opportunity to acquire a proprietary interest in the Company, thereby providing
these individuals with increased incentive to promote the long-term interests of
the Company's stockholders.

While the Compensation Committee seeks to assure that the Company's
compensation programs further the objectives described above and considers the
various factors outlined above in making compensation decisions, it does not
take a highly formalized or objective approach to determining compensation.
Instead, the Compensation Committee gives consideration to these various factors
in subjectively evaluating the compensation of each individual executive.

In 1993, Congress adopted Section 162(m) of the Internal Revenue Code.
The Compensation Committee's policy with respect to Section 162(m) is to make
every reasonable effort to ensure that compensation is deductible to the extent
permitted, while simultaneously providing our executives with appropriate
rewards for their performance. Section 162(m) generally limits the ability of
public companies to deduct compensation in excess of $1,000,000 paid to certain
executive officers. We do not believe that the Section 162(m) limitations will
impact the Company because the current level of compensation for each of its
executive officers is well below the $1,000,000 salary limitation.

2003 COMPENSATION DECISIONS

Base Salary and Benefits. The base salaries and benefits provided to
executive officers for 2003 were established by the Compensation Committee in
accordance with the compensation philosophy discussed above. Mr. Coenen's salary
for 2003 was $320,000 for 2002 and 2003. Mr. Dealey's salary for 2003 was
approximately $202,000 after receiving an increase of approximately $17,000 per
year in 2003. Mr. Kosanke's base salary for 2003 was approximately $150,000
after receiving an increase of approximately $10,000 per year in 2003. Mr.
Stratford's salary for 2003 was approximately $129,000 for 2002 and 2003. Mr.
Trimai's base salary for 2003 was approximately $120,000 after receiving an
increase of approximately $10,000 per year in 2003.

Bonuses. During 2003, the executive officers of the Company
participated in individual bonus arrangements tied to various measures of the
Company's performance. Under these arrangements, neither Mr. Coenen nor Mr.
Kosanke received a cash bonus for 2003.

Stock Options. During 2003, the Company did not award any stock
options to employees of the Company.

CHIEF EXECUTIVE OFFICER COMPENSATION

The Chief Executive Officer's compensation is determined on the basis of the
Compensation Committee's subjective assessment of the Chief Executive Officer's
performance, measured by the

Company's financial condition, results of operations and success in achieving
strategic objectives. The Compensation Committee also considers the
responsibilities associated with the Chief Executive Officer's position and the
level of compensation provided to Chief Executive Officers of other companies in
the industry.

The Compensation Committee reviews Mr. Coenen's salary on an annual
basis. Mr. Coenen's base salary for 2003 was $320,000, which the same as in
2002. During 2003, Mr. Coenen also participated in an individual bonus
arrangement tied to the Company's pre-tax profits, but he did not earn a bonus
under this arrangement. Mr. Coenen is the beneficial owner of approximately
18.5% of the Company's Common Stock. Mr. Coenen did not receive options to
purchase shares of Common Stock in 2003.

THE 2003 COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Duncan Miller (Chairman)

Harry E. Figgie Jr.

Robert Ruben

SHAREOWNER RETURN PERFORMANCE PRESENTATION

The graph below compares the cumulative total stockholder return on the
Company's Common Stock to the cumulative total return of a broad index of the
NASDAQ Market and an index of non-financial stocks for the period December 31,
1998 through December 31, 2003.

FIVE YEAR CUMULATIVE TOTAL RETURN
TRANS-INDUSTRIES, INC., NASDAQ MARKET INDEX (US COMPANIES)
AND NASDAQ NON-FINANCIAL STOCKS INDEX

[LINE GRAPH]

-----------------------------------------------------------------------------
Ending 12/31 1998 1999 2000 2001 2002 2003
-----------------------------------------------------------------------------

NASDAQ Index 100 185 112 89 61 92
-----------------------------------------------------------------------------
Non-Financial Index 100 196 114 88 57 88
-----------------------------------------------------------------------------
Trans-Industries, Inc. 100 64 19 11 46 32
-----------------------------------------------------------------------------

ASSUMES $100 INVESTED ON DECEMBER 31, 1998.
TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS.

AUDIT COMMITTEE MATTERS

REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the 2003 fiscal year.

The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors. The Audit Committee's activities are
governed by a written charter adopted by the Board of Directors.

Management has the primary responsibility for the Company's financial
statements and the reporting process, including the system of internal controls.
The independent auditors audit the annual financial statements prepared by
management and express an opinion on the conformity of those financial
statements with accounting principles generally accepted in the United States.
The Audit Committee monitors these processes.

In this context, the Audit Committee met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's financial statements were prepared in accordance
with accounting principles generally accepted in the United States, and the
Audit Committee reviewed and discussed the audited financial statements with
management and the independent auditors, including a discussion of the quality,
not just the acceptability, of the accounting principles, the reasonableness of
specific judgments and the clarity of disclosures in the financial statements.
The Audit Committee also discussed with the independent auditors such other
matters as are required to be discussed with the Audit Committee under generally
accepted auditing standards.

In addition, the independent auditors provided the Audit Committee with
the written disclosures and letters required by Independence Standards Board
Standard No. 1 (Independence Discussions With Audit Committees) related to the
auditors' independence. The Audit Committee discussed with the independent
auditors the auditors' independence from the Company and its management and
considered the compatibility of non-audit services with the auditors'
independence.

The Audit Committee discussed with the Company's financial management
and independent auditors the overall scope and plans for the audit. The Audit
Committee also met with the independent auditors, with and without management
present, to discuss the results of the examinations, their evaluation of the
Company's internal controls and the overall quality of the Company's financial
reporting. In addition, the Audit Committee considered other areas of its
oversight relating to the financial reporting process that it determined
appropriate.

Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board of Directors
approved, that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003 filed with the
SEC.

AUDIT COMMITTEE

James O'Brien (Chairman)

Robert J. Ruben

Harry E Figgie Jr.

INDEPENDENT PUBLIC ACCOUNTANTS

On May 18, 2004, the Audit Committee was advised by its independent
auditors, Grant Thornton LLP ("Grant Thornton"), that they declined to stand for
reelection as the Company's independent auditors. On July 15, 2004 the Company
announced that the Audit Committee appointed Plante & Moran, PLLC ("Plante") as
its independent auditors, replacing Grant Thornton.

Grant Thornton's reports on our consolidated financial statements for
each of the years ended December 31, 2003 and 2002 contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles except that the 2003 Audit Report expressed
substantial doubt about the Company's ability to continue as a going concern.

During the years ended December 31, 2003 and 2002 and through the
effective date of cessation of the client-auditor relationship between the
Company and Grant Thornton, there were no disagreements with Grant Thornton on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures which, if not resolved to Grant
Thornton's satisfaction, would have caused it to make reference to the subject
matter of the disagreements in connection with its report on our consolidated
financial statements for such years.

The Company had to request additional time for the filing of its most
recent Securities Exchange Act reports filed with the SEC because it lacked the
resources necessary to address the financial reporting related to significant
and complex business transactions. The Company intends to evaluate its resources
and make appropriate changes to provide sufficient resources and additional time
to prepare its periodic reports. Grant Thornton advised the Company that this is
a reportable condition.

On May 24, 2004, we filed a Form 8-K with the SEC reporting these
events. Attached as an exhibit to that Form 8-K was a letter from Grant Thornton
indicating that we had provided Grant Thornton with a copy of the foregoing
disclosures, and stating that it found no basis for disagreements with such
statements.

Grant Thornton, based in Southfield, Michigan, had acted as the
Company's independent certified public accountants since 1994. Representatives
of Grant Thornton and Plante are expected to be present at the meeting and will
have an opportunity to make statements if they so desire. They are also expected
to be available to respond to appropriate questions.

All auditing and permissible non-audit services provided by the
Company's independent auditor are pre-approved by the Audit Committee in
accordance with the Audit Committee charter which is attached as Exhibit A to
this proxy statement. No fees were billed to the Company for the fiscal years
ended December 31, 2002 and 2003 by Plante. The following table sets forth the
aggregate fees billed to the Company for the fiscal years ended December 31,
2002 and 2003 by Grant Thornton LLP:

2003 2002
---- ----

Audit Fees ................................. $ 77,030 $ 75,120
Audit Related Fees ......................... 17,600 9,975
Tax Fees ................................... 32,300 27,500
All Other Fees ............................. 1,942 4,963
-------- --------
$128,872 $117,558
======== ========

The amounts shown above include out-of-pocket expenses incurred by Grant
Thornton in connection with the provision of such services. The amount shown for
"Audit Fees" includes fees relating to quarterly reviews of

unaudited financial statements, and the amounts shown for "Audit Related
Fees" includes fees relating to audits of medical and deferred compensation
plans. The amount shown for "All Other Fees" represents fees paid for tax
strategy and planning services. The Audit Committee of the Board of Directors
determined that Grant Thornton's provision of the services generating "All Other
Fees" is compatible with maintaining Grant Thornton's independence.

2. RATIFICATION OF THE FIGGIE TRANSACTION

On February 25, 2004, the Board of Directors, acting in what it deemed
to be the best interest of the Company and its stockholders, authorized the
Company to issue up to $3,000,000 of Series B Convertible Preferred Stock, par
value $1.00 per share (the "Series B Stock"), and Series B-1 Convertible
Preferred Stock, par value $1.00 per share (the "Series B-1 Stock"), and
warrants ("Warrants) to purchase shares of the Company's Common Stock, par value
$0.10 per share (the "Common Stock"), to the Investors pursuant to a Series B
Convertible Preferred Stock and Warrant Purchase Agreement (the "Purchase
Agreement").

On March 4, 2004, the Company and the Investor consummated the first
tranche (the "First Tranche") under the Purchase Agreement and the Company
issued and sold to Harry E. Figgie, Jr., trustee under the Trust Agreement dated
July 15, 1976, as modified (the "Investor"), 193,799 shares of Series B Stock
and a Warrant to purchase 145,349 shares of Common Stock (the "Warrant Shares")
for an aggregate purchase price of $1,500,000. Mr. Figgie is a member of the
Company's Board of Directors, having rejoined the Board of Directors
simultaneously with the closing of the First Tranche after resigning in June of
2003. Each of the Warrant Shares has an initial exercise price, subject to
certain anti-dilution protections, of $3.00 per share. Each share of Series B
Stock is convertible initially, subject to certain anti-dilution protections,
into three fully paid and non-assessable shares of Common Stock. The Company
used the proceeds of the Figgie transaction for working-capital and other
corporate purposes, including the payment of accounts payable and indebtedness
to certain commercial lenders.

The Investor and his successors and certain affiliates (collectively,
the "Investors") were granted an option under the Purchase Agreement to
purchase, for between $500,000 and $1,500,000, shares of Series B-1 Stock and a
Warrant to purchase 25% of the number of shares of Common Stock initially
issuable upon conversion of all of such Series B-1 Stock purchased by the
Investor under the option (collectively, the "Second Tranche"). Each share of
Series B-1 Preferred Stock is convertible initially, subject to certain
anti-dilution protections, into three shares of Common Stock. As detailed in the
section regarding Proposal 4 below, the Second Tranche was subsequently revised
and related agreements were amended.

Simultaneously with the consummation of the First Tranche, the
Investor, the Company and certain other stockholders of the Company also entered
into a number of ancillary agreements which granted the Investors certain
rights, including the right of the Series B holders to elect, as a series, three
of the Company's six directors. A summary of each of the ancillary agreements is
provided in Proposal 4 below.

SUMMARY OF THE BACKGROUND OF THE FIGGIE TRANSACTION

Prior to entering into the transaction with the Investors, due to a
stagnant economy and significant losses, the Company had been forced to borrow
heavily against its assets. By the second quarter of 2003, the Company was
operating under a forbearance agreement (the "Forbearance Agreement") with its
primary lender, Comerica Bank ("Comerica"), and needed to reduce costs and
review other strategic alternatives to strengthen its economic position. After a
review of potential advisors and at the suggestion of a Board member, Mr. Harry
E. Figgie, Jr., Mr. Dale Coenen, the Chief Executive Officer of the Company,
interviewed and subsequently engaged Relational Advisors LLC ("Relational
Advisors"), an investment banking and financial advisory firm, for assistance
with these matters. Prior to the engagement, Relational Advisors advised the
Company's Chief Executive Officer that Relational Advisors had an ongoing
general financial

advisory engagement with Mr. Figgie and that Mr. Figgie and his family were
investors in funds of Relational Investors ("RI") and Titan Investment Partners
("TIP"), investment fund affiliates of Relational Advisors. Mr. Figgie's
percentage ownership in RI and TIP was less than .05% and 8.70%, respectively,
and neither fund was or is invested in the Company.

Relational Advisors assisted the Company in developing a strategy for
cost reductions. In addition, Relational Advisors assisted the Company in
exploring possible refinancing and capital raising options. Beginning in the
third quarter of 2003 and continuing throughout the remainder of 2003 and into
2004, Relational Advisors assisted the Company in soliciting preliminary
proposals from prospective new lenders. In the course of attempting to refinance
and secure necessary additional debt financing, the Company determined that
potential lenders would require that the Company obtain additional equity
investment as a condition to obtaining any additional debt financing.

Given the need for an additional equity commitment, the Company's
financial condition, the lack of liquidity that was adversely affecting the
Company's ability to operate, and the estimated time required to locate and
arrange a new source of equity who was unfamiliar with the Company, the
Company's management concluded they should approach an investor who was already
familiar with the Company.

Consequently, Mr. Coenen contacted Mr. Figgie, who was familiar with
the Company's business, to determine if he would be interested in making an
additional investment in the Company. After learning from Mr. Coenen that Mr.
Figgie was considering a new investment in the Company, Relational Advisors and
the Company entered into an agreement wherein Relational Advisors' previously
disclosed relationships with Mr. Figgie and the Company were formally
acknowledged. In addition, Relational Advisors informed the Company's Chief
Executive Officer that it would only act as an intermediary in facilitating
investment discussions between the Company and Mr. Figgie and that it would not
represent either party in negotiations of pricing or terms of any equity
investment by Mr. Figgie. At this time, Mr. Figgie and Relational Advisors
conducted initial discussions regarding the parameters of a potential
investment. Faced with liquidity concerns and pressure from its primary lender
to expedite the documentation for a new forbearance agreement, the Company was
compelled to act quickly to finalize the terms of Mr. Figgie's new investment.

After a series of negotiations involving Relational Advisors, Company
management and Mr. Figgie, it was agreed that due to the Company's financial
position, the investment would be structured such that the investor would
receive convertible preferred stock, warrants and certain ancillary rights such
as rights of first refusal, registration rights and veto rights over certain
Company actions. The proposed structure of the investment was similar to a
traditional venture capital transaction. Relational Advisors acted as an
intermediary during these discussions and assisted the Company in proceeding
with the proposed new investment by Mr. Figgie. The Company and Mr. Figgie
tentatively agreed to a framework for the investment or about October 15, 2003.
At this time, Mr. Figgie and the Company contemplated a total purchase price for
the Warrants and Series B Stock equal to $3.85 per share of Series B Stock to be
purchased by Mr. Figgie, assuming that each share of Series B Stock would be
convertible into one share of the Company's Common Stock.

As discussed above, the structure of the Figgie transaction was similar
to a traditional venture capital transaction. A venture capital transaction
typically includes all or many of the ancillary agreements and provisions
included in the transaction with the Investors for the purpose of providing
large investors with certain safeguards in addition to their equity position.
Such agreements are entered into for the purpose of providing investors with the
ability to maintain, or in some circumstances increase, their ownership
position, the ability to influence management decisions and strategic direction
of a business and the ability to maintain their representation on a business'
Board of Directors. Significant investors require these types of protective
agreements and provisions in situations where they have higher risk inherent in
their investment.

Based on Mr. Figgie's commitment to make an additional investment in
the Company, the Company and its primary lender began to negotiate the terms of
a new forbearance agreement. The consummation of the First Tranche of Mr.
Figgie's new investment in the Company was delayed while the Company attempted
to locate a new lender for a refinancing and negotiate the new forbearance
agreement with Comerica. On or about February 18, 2004, Mr. Figgie and the
Company agreed on a total purchase price for the Warrants and Series B Stock of
$2.58 per share of Series B Stock to be purchased by Mr. Figgie as part of the
First Tranche, assuming that each share of Series B Stock would be convertible
into one share of the Company's Common Stock. At that time the agreed upon
purchase price was based in part on the per share market value of the Company's
Common Stock of $2.56. During the negotiation process, the purchase price had
been reduced from the earlier contemplated $3.85 per share due to the delay in
the consummation of the transaction and the decrease in the per share market
value of the Company's Common Stock.

The terms of the Second Tranche of the investment were also agreed to
at that time. The Company agreed to the terms of the Second Tranche in large
part because potential new lenders indicated that an additional capital
investment in the Company greater than what was included in the First Tranche
would be required for any new credit facility.

The Company determined at this time that the number of authorized
shares of the Company's preferred stock was insufficient to provide that each
share of Series B Stock purchased would be convertible into one share of the
Company's Common Stock. As a result, the structure of the investment was revised
to provide that each share of Series B Stock would be convertible into three
shares of the Company's Common Stock. A corresponding increase was made to the
purchase price of each share of Series B Stock resulting in the final purchase
price of $7.74 per share for the First Tranche.

On February 26, 2004, the Company entered into a new forbearance
agreement with Comerica. The Company continued to seek a new lender for a
refinancing. On August 18, 2004, the Company closed a refinancing with
Huntington National Bank ("Huntington").

Huntington required an additional capital infusion as a condition to
the closing of the refinancing. Due to the fact the Investors were unable at the
time to exercise the option to purchase the Second Tranche, the Second Tranche
was amended and the Investors loaned the Company $1,500,000 in return for a
subordinated note (the "Convertible Note") which is automatically convertible
into shares of Series B-1 Stock and Warrants upon approval of the Company's
stockholders. Details of the amendment to the Second Tranche are discussed in
the section regarding Proposal 4 below.

NASD RULE 4350(i)(1)(B)

NASD Rule 4350(i)(1)(B) requires the Company to seek stockholder
approval prior to the issuance of certain designated securities when the
issuance or potential issuance will result in a change of control of the
Company. The Company determined that stockholder approval of the First Tranche
was not required under the NASD rule. It considered the following factors among
others in making this determination. Immediately following the First Tranche,
the Investors' equity stake in the Company comprised approximately 23% of the
outstanding Common Stock. The NASD has taken the interpretive position that an
acquisition of 20-30% would not be found to represent a change of control if a
larger offsetting ownership and/or voting position remains outstanding following
the transaction. In the instant case, the voting power exercised by the
remaining members of the Board of Directors exceeds the voting power held by the
Investors. Therefore, the Company concluded that no change of control had
occurred as defined by the NASD and consequently, stockholder approval was not
required for the First Tranche of this transaction. While stockholder approval
for the First Tranche is not required, the Company has decided to seek
stockholder ratification of the First Tranche. In light of the intent of the
NASD position described above, the Company has determined that Mr. Figgie will
not be eligible to vote his Series B Convertible Preferred shares with respect
to Proposal 2.

The affirmative vote of the holders of a majority of the shares
present, either in person or by proxy, at the meeting is required for
ratification of Proposal 2. Therefore, stockholders who vote to abstain will in
effect be voting against the proposal. Broker non-votes, however, are not
counted as present for determining whether this proposal has been approved and
have no effect on its outcome. AS DISCUSSED ABOVE, MR. FIGGIE IS NOT ELIGIBLE TO
VOTE HIS SERIES B CONVERTIBLE PREFERRED SHARES WITH RESPECT TO PROPOSAL 2 AND
THESE SHARES WILL THUS NOT BE COUNTED AS PRESENT AND ENTITLED TO VOTE WITH
RESPECT TO PROPOSAL 2 AND ACCORDINGLY WILL HAVE NO EFFECT ON THE OUTCOME OF
PROPOSAL 2.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE ISSUANCE
OF THE SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANT PURSUANT TO THE
SERIES B CONVERTIBLE PREFERRED STOCK WARRANT PURCHASE AGREEMENT.

3. RATIFICATION OF THE APPLICABLE VOTING PROVISIONS ESTABLISHED BY
THE COMPANY'S CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B
CONVERTIBLE PREFERRED STOCK OF TRANS-INDUSTRIES, INC.

As part of the transaction, the Investors required that holders of at
least a majority of the outstanding shares of Series B Convertible Preferred
Stock, voting as a separate series, would have both the right to elect three of
the Company's directors and the right to prevent an increase in the maximum
number of members of the Board of Directors beyond six. The Investors required
these rights in order to ensure that the Investors would receive and maintain
the right to elect one-half of the members of the Board of Directors.

Accordingly, the applicable voting provisions established by the
Company's Certificate of Designation, Preferences and Rights of Series B
Convertible Preferred Stock of Trans-Industries, Inc. state that the approval of
the holders of at least a majority of the outstanding shares of Series B
Convertible Preferred Stock, voting as a separate series, is required for the
Company to increase the maximum number of directors constituting the Board of
Directors to more than six and that the holders of the Series B Convertible
Preferred Stock, again voting as a separate series, have the right to elect
three of the Company's six directors. Therefore, the Company's Board of
Directors currently cannot be expanded to include more than six members without
the approval of the Investors and the Investors have the right to elect three of
the Company's six directors. While stockholder approval for the applicable
voting provisions established by the Company's Certificate of Designation,
Preferences and Rights of Series B Convertible Preferred Stock of
Trans-Industries, Inc. is not required, the Company has decided to seek
stockholder ratification.

The affirmative vote of the holders of a majority of the shares
present, either in person or by proxy, at the meeting is required for
ratification of Proposal 3. Therefore, stockholders who vote to abstain will in
effect be voting against the proposal. Broker non-votes, however, are not
counted as present for determining whether this proposal has been approved and
have no effect on its outcome. AS DISCUSSED ABOVE, MR. FIGGIE IS NOT ELIGIBLE TO
VOTE HIS SERIES B CONVERTIBLE PREFERRED SHARES WITH RESPECT TO PROPOSAL 3 AND
THESE SHARES WILL THUS NOT BE COUNTED AS PRESENT AND ENTITLED TO VOTE WITH
RESPECT TO PROPOSAL 3 AND ACCORDINGLY WILL HAVE NO EFFECT ON THE OUTCOME OF
PROPOSAL 3.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPLICABLE
VOTING PROVISIONS GIVING THE INVESTORS THE RIGHT TO ELECT THREE OF THE COMPANY'S
SIX DIRECTORS.

4. APPROVAL PURSUANT TO NASDAQ MARKETPLACE RULE 4350(I) OF THE SECOND
TRANCHE AND THE APPLICABLE PROVISIONS OF THE VARIOUS ANCILLARY
AGREEMENTS RELATED TO THE FIGGIE TRANSACTION

As indicated above, the Company determined that stockholder approval
was not required under the NASD listing standards for the issuance of the Series
B Stock and Warrants to purchase the Company's Common Stock in the First Tranche
and for the provisions giving the Investors' the right to elect three of the
Company's six directors. However, in addition to the Purchase Agreement, as
described in Proposal 2 above, the Board of Directors believes that certain
provisions contained in the ancillary agreements, executed in connection with
the Purchase Agreement, could possibly result in a change of control of the
Company as defined by NASDAQ rules. Certain provisions of the Purchase
Agreement, the Investors Rights Agreement, the Right of First Refusal, the
Voting Agreement and the Note Purchase Agreement, which are discussed in greater
detail below, provide for potential additional equity acquisitions by the
Investors. The Share Purchase Agreement (as defined below) also provides for
additional acquisitions of the Company's Common Stock by an entity affiliated
with the Investors. These acquisitions would increase the Investors' percentage
ownership above the 30% threshold and may be deemed to constitute a change of
control as defined by NASDAQ. Cognizant of this issue, the Company negotiated
conditions in each of these Agreements that provide that the Investors may not
exercise certain rights or acquire additional equity until the Company receives
stockholder approval for these contemplated provisions. To the extent the
provisions of the various agreements described below result in the issuance of
additional securities to the Investors, the Company believes such a change in
control may occur and consequently is requesting stockholder approval of the
requisite provisions of these ancillary documents. Certain provisions of the
documents described below are not effective until stockholder approval of this
Proposal 4 is obtained.

As more fully described below, stockholder approval is sought for: (1)
approval of the issuance of the Second Tranche under the Purchase Agreement
pursuant to which the Investors may acquire shares of Series B-1 Stock and
Warrants; (2) the Investor Rights Agreement between the Company and the
Investors, as amended (the "Investor Rights Agreement"); (3) the Right of First
Refusal Agreement by and among the Company, the Investors, Dale Coenen and
Duncan Miller, as amended (the "Right of First Refusal Agreement"); (4) the
Share Purchase Agreement between The Clark-Reliance Corporation and Duncan
Miller, as amended (the "Share Purchase Agreement"); (5) the Voting Agreement
(the "Voting Agreement") between the Company, the Investors and Dale Coenen and
Duncan Miller, as amended, and (6) the Convertible Promissory Note Purchase
Agreement dated as of August 18, 2004 (the "Note Purchase Agreement").

THE SECOND TRANCHE

As discussed above in the section regarding Proposal 2 under the
heading "Summary of the Background of the Figgie Transaction", effective as of
August 18, 2004, the Second Tranche was amended, the Company and the Investors
entered into the Note Purchase Agreement, and the Investors purchased the
Convertible Note in order to provide the Company with additional capital
necessary to close the refinancing with Huntington. Simultaneously with the
purchase of the Convertible Note, the Investors' option to purchase Series B-1
Stock and related warrants under the Purchase Agreement was eliminated. Instead,
upon approval of the Company's stockholders, the principle and interest due
under the Convertible Note is automatically convertible into a number of shares
of Series B-1 Stock calculated at a price of $9.00 per share and a number of
warrants (the "Series B-1 Warrants") to purchase shares of Common Stock equal to
25% of the number of shares of Common Stock that the shares of Series B-1 Stock
are convertible into. The exercise price for the Series B-1 Warrants is $3.00
per share. The Convertible Note is convertible only if Proposal 4 is approved by
the Company's stockholders. The holders of shares of Series B-1 Stock are
entitled to receive quarterly dividends at a rate per annum of $0.287 per share.

Other than as discussed above, the terms of the Series B-1 Convertible
Preferred Stock are identical to the terms of the Series B Convertible Preferred
Stock. In addition, the Series B-1 Convertible Preferred Stock and the Series B
Convertible Preferred Stock will share pari passu in any liquidation proceeds
pro rata based on the amount of the liquidation preference they are owed.

The Second Tranche allowed the Company to obtain additional capital
necessary for the Company to obtain new financing. The Second Tranche also
provides the Investors with the potential ability to increase their share of
equity ownership in the Company. In addition, the Second Tranche potentially
provides the Investors with the ability to obtain additional voting power in the
Company.

Effective as of August 18, 2004, the Purchase Agreement, Investor
Rights Agreement, the Right of First Refusal Agreement, the Voting Agreement,
the Share Purchase Agreement and the Registration Rights Agreement were all
amended accordingly to provide for the revisions to the Second Tranche discussed
above. In addition, the Investors executed a Consent and Waiver of Holders of
Series B Preferred Stock in order to consent to the amendment. The amendment of
the Second Tranche was approved by the Board of Directors on August 16, 2004.

THE INVESTOR RIGHTS AGREEMENT

On March 4, 2004 the Company initially entered into the Investors
Rights Agreement with the Investors. Pursuant to the Investors Rights Agreement,
the Company shall, prior to any issuance of any shares of capital stock of the
Company or a security convertible into any shares of capital stock of the
Company, offer to the Investors by written notice the right, for a period of 30
days, to purchase all of such securities for cash at an amount equal to the
price or other consideration for which such securities are proposed to be
issued. Under the terms of this Agreement the Company is prohibited from
undertaking any of the following corporate actions without the approval of the
holders a majority of the then outstanding Series B and Series B-1 Preferred
Stock until the earlier of March 4, 2009 or the date on which the Investors
cease to own at least 10% of certain securities of the Company: (1) create or
authorize the creation of any additional class or series of stock unless the
same ranks junior to the Series B and Series B-1 Preferred Stock as to the
distribution of assets on the liquidation, dissolution or winding up of the
Company; (2) increase the authorized amount of Series B or Series B-1 Preferred
Stock or increase the authorized amount of any additional class or series of
shares of stock unless the same ranks junior to the Series B and Series B-1
Preferred Stock as to the distribution of assets on the liquidation; dissolution
or winding up of the Company, or create or authorize any obligation or security
convertible into shares of Series B or Series B-1 Preferred Stock or into shares
of any other class or series of stock unless the same ranks junior to the Series
B and Series B-1 Preferred Stock as to distribution of assets on the
liquidation, dissolution or winding up of the Company; (3) consent to any
liquidation, dissolution or winding up of the Company; (4) consolidating or
merging with or into another entity; (5) the sale, lease, abandonment, transfer
or other disposition of all or substantially all of the Company's assets; (6)
amending the Company's Certificate of Incorporation to the detriment of the
holders of the Series B or Series B-1 Preferred Stock; (7) purchasing or setting
aside any sums for the purchase of any shares of stock other than the Series B
and Series B-1 Preferred Stock (except for certain limited circumstances); and
(8) approving any annual budget for the Company that is more than a 10%
deviation from the preceding year's approved budget.

Without the consent of the holders of a majority of the then
outstanding shares of Series B and Series B-1 Preferred Stock the Company will
not, until the earlier of March 4, 2014 or the date on which the Investors cease
to own at least 10% of certain securities of the Company,: (1) terminate, or
appoint a new Chief Executive Officer, Chief Operating Officer or Chief
Financial Officer, provided, however, that the Investors agree that Dale Coenen
shall remain Chief Executive Officer for three years from the date of the
Investors Rights Agreement, subject to his earlier death, disability,
resignation or removal for cause by a

majority of the Board of Directors of the Company; or (2) increase the maximum
number of directors constituting the Board of Directors to a number in excess of
six. The holders of a majority of the then outstanding shares of Series B and
Series B-1 Preferred Stock will also have the right to appoint two of the three
members of the Company's newly constituted Management Committee which shall meet
bi-monthly during the months the full Board of Directors does not meet. The
Company's management will consult with, and report to, the Management Committee,
however, the ultimate decision making authority for the Company rests with the
Board of Directors.

In the Investors Rights Agreement, the Company agreed not to take any
of the following actions prior to the earlier of (1) the date following the
Annual Meeting and (2) the date on which the Company receives stockholder
approval for Proposal 4: (a) issue any securities of the Company, (b) consent to
any liquidation, dissolution or winding up of the Company or consolidating or
merging with or into another entity, (c) the sale, lease, abandonment, transfer
or other disposition of all or substantially all of the Company's assets, (d)
amending the Company's Certificate of Incorporation to the detriment of the
holders of Series B or Series B-1 Preferred Stock, (e) purchasing or setting
aside any sums for the purchase of any shares of stock other than the Series B
and Series B-1 Preferred Stock (except for certain limited circumstances), (f)
approving any annual budget for the Company that is a more than a 10% deviation
from the preceding year's approved budget, or (g) terminate, or appoint a new,
Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of
the Company.

The Investors Rights Agreement provides the Investors with the ability
to approve certain actions of the Company giving them a greater control over
their investment. The Investors required that the Company enter into the
Investors Rights Agreement so that the Investors would have an increased ability
to control management decisions and the strategic direction of the Company due
to the size and risk of the Investors' investment.

THE RIGHT OF FIRST REFUSAL AGREEMENT

Under the terms of the Right of First Refusal Agreement, between the
Company, Dale Coenen ("Coenen") and Duncan Miller ("Miller", each of Coenen and
Miller may be referred to as a "Restricted Holder" and together collectively as
the "Restricted Holders") and the Investors, the Restricted Holders agree to
provide the Company and the Investors with notice prior to transferring or
otherwise disposing of any shares of capital stock of the Company except in
certain limited circumstances. A Restricted Holder will have no right to
Transfer all or any part of its shares of capital stock of the Company unless
such Restricted Holder shall give a notice to each Investor and the Company
setting forth (a) the number and type of the securities proposed to be
transferred, (b) the identity of the proposed transferee, (c) the price at which
and the terms (including payment terms) upon which the securities are proposed
to be transferred and a summary of all the material terms of the proposed sale.
The giving of this notice shall constitute an offer by the selling Restricted
Holder to the Investors and the Company to sell the securities to such party or
parties in accordance with the terms and conditions of the Right of First
Refusal Agreement.

When the transfer notice is given the Investors shall have the right
and option, but not the obligation, to purchase all or any portion of the
offered securities. The Company shall have the right and option, but not the
obligation, to purchase in the aggregate all, but not fewer than all, of the
offered securities which the Investors shall not have elected to purchase, at
the price and upon the terms (including payment terms) set forth in the notice.
If the Company's option and the Investors' option are not exercised with respect
to all of the offered securities, than the selling Restricted Holder shall be
entitled for a limited period to transfer the offered securities, but only to
the proposed transferee identified in the original notice, and only at the
notice price and payment terms.

The Right of First Refusal Agreement provides the Investors and the
Company with the ability to maintain common ownership over certain securities of
the Company. The Investors required that the Rights of First Refusal Agreement
be entered into in order to ensure some stability over ownership of certain
securities of the Company and therefore lower to some extent the risk associated
with their investment.

Mr. Coenen has agreed that he will not transfer, or attempt to
transfer, any Securities under the terms of this Agreement, as amended, until
the earlier of (1) the date following the Annual Meeting, and (ii) the date on
which the Company receives stockholder approval for Proposal 4 (and then only,
in compliance with the terms and conditions of the Right of First Refusal
Agreement).

THE VOTING AGREEMENT

Pursuant to the terms of the Voting Agreement between the Company, the
Restricted Holders and the Investors, the Restricted Holders have agreed to vote
all of their Company securities of the Company to ensure that the size of the
Board of Directors shall be set and remain at six members. Each Restricted
Holder will also vote all the securities it holds with respect to the three
directors that the Certificate of Incorporation provides shall be elected by the
holders of Series B Convertible Preferred Stock voting as a single series, in
favor of three designees, (the "Figgie Directors") who initially shall be Harry
E. Figgie, Jr., James O'Brien and Richard Solon. In the event of a vacancy on
the Board with respect to any of the Figgie Directors, each Restricted Holder
agrees to vote all of their Company securities to fill such vacancy as described
above. Each Restricted Holder will also take any and all action in its capacity
as a stockholder and/or Director of the Company to cause the designees of the
Investors to be elected as the Company's Chief Executive Officer, Chief
Operating Officer and Chief Financial Officer.

Finally, each Restricted Holder will vote all Company securities to
approve the transactions contemplated by the Purchase Agreement, the Note
Purchase Agreement and the provisions of the various ancillary documents
described above, as required by certain National Association of Securities
Dealers, Inc. ("NASD") rules providing for qualitative listing requirements
applicable to securities traded on the NASDAQ National Market and NASDAQ
SmallCap Market and any other approval, authorization or waiver that may be
required by any state or other institution, persons or agencies, including
without limitation, the SEC.

On all other matters other than those described above on which the
Restricted Holders have a vote at any regular or special meeting of the
stockholders of the Company. The Restricted Holders shall vote their stock for
or against such matter in the same proportion as all of the stockholders of the
Company, other than the Investors, have voted for or against such matter.

The Voting Agreement provides that the Restricted Holders will vote
together for certain matters regarding the approval of the transaction, giving
the Investors more confidence they will achieve the goals of their investment.
The Investors required that the Voting Agreement be entered into in order to
allow the Investors to direct and maintain their representation on the Board of
Directors.

THE SHARE PURCHASE AGREEMENT

Pursuant to the Share Purchase Agreement, The Clark-Reliance
Corporation ("Clark-Reliance"), a Delaware corporation, has agreed to purchase
Duncan Miller's entire right, title and interest in each share of Common Stock
beneficially owned by him in the Company for $2.50 a share. Harry E. Figgie,
Jr., is the Chairman of the Board of Directors and majority stockholder of
Clark-Reliance. The Share Purchase Agreement was agreed to in part because Mr.
Miller, due to personal concerns, approached Clark-Reliance and Mr. Figgie and
requested that they purchase his shares of Common Stock. The Stock Purchase
Agreement allows Mr. Figgie and the Investors to obtain an increased ownership
interest in the Company.

THE REGISTRATION RIGHTS AGREEMENT

On March 4, 2004 the Company entered into the Registration Rights
Agreement with the Investors. While the Company is not required by the terms of
the Registration Rights Agreement to seek stockholder approval of any
provisions, we are including the following disclosure because of the related
party nature of the transaction and to advise you as to the material terms of
this Agreement. Pursuant to the terms of the Registration Rights Agreement, the
Company agrees that if it at any time and from time to time it shall determine
to effect the registration of any of its Common Stock (whether in connection
with the offering by the Company or others) then, in each such case, the Company
will promptly give written notice of the proposed registration to the Investors
and use all reasonable efforts to include among the Common Stock which it then
registers all shares specified by the Investors in a written request or requests
received by the Company.

The obligations of the Company are subject to certain qualifications
including the following: (a) the Company shall not be obligated to effect any
registration on Form S-1 prior to the first anniversary of the date of the
Registration Rights Agreement; (b) the Company shall not be obligated to effect
any registration on Form S-1 unless Form S-3 is not available for such
registration; (c) the Company shall not be obligated to effect more than three
registrations; and (d) the Company shall not be obligated to effect any
registration 90 days after the effective date of any registration statement
pertaining to any securities of the Company.

In the event of a registration for an underwritten offering, the
managing underwriter shall be selected by the Company subject to the approval of
the Investors, which approval may not be unreasonably withheld. If, in the case
of an underwritten registration, the managing underwriters advise the Company
that in their opinion the number of shares requested to be included in such
offering exceeds the number of shares which can be sold therein without
adversely affecting the marketability of the offering, the Company will include
in such registration statement the number of shares requested to be included
which in the opinion of the underwriters can be sold without adversely affecting
the marketability of the offering.

The Registration Rights Agreement provides the Investors with greater
possible liquidity with regard to their investment. The Investors required that
the Company enter into the Registration Rights Agreement in order to provide the
Investors with an ability to publicly sell Common Stock that may be acquired by
them pursuant to the transaction.

THE NOTE PURCHASE AGREEMENT

Pursuant to the Note Purchase Agreement, the Investors purchased the
Convertible Note from the Company. The Company sold the Convertible Note to the
Investors in order to provide the Company with additional capital necessary to
close the refinancing with Huntington. Simultaneously with the purchase of the
Convertible Note, the Investors' option to purchase Series B-1 Stock and related
warrants under the Purchase Agreement was eliminated. Instead, upon approval of
the Company's stockholders, the principle and interest due under the Convertible
Note is automatically convertible into a number of shares of Series B-1 Stock
calculated at a price of $9.00 per share and the Investors will also receive the
Series B-1 Warrants. The exercise price for the Series B-1 Warrants is $3.00 per
share. The Convertible Note is convertible only if Proposal 4 is approved by the
Company's stockholders. The holders of shares of Series B-1 Stock are entitled
to receive quarterly dividends at a rate per annum of $0.287 per share
commencing October 1, 2004.

The affirmative vote of the holders of a majority of the shares of
present, either in person or by proxy, at the meeting is required for
ratification of Proposal 4. Therefore, stockholders who vote to abstain will in
effect be voting against the proposal. Broker non-votes, however, are not
counted as present for determining whether this proposal has been approved and
have no effect on its outcome. AS DISCUSSED ABOVE, MR. FIGGIE IS NOT ELIGIBLE TO
VOTE HIS SERIES B CONVERTIBLE PREFERRED SHARES WITH RESPECT TO PROPOSAL 4 AND
THESE

SHARES WILL THUS NOT BE COUNTED AS PRESENT AND ENTITLED TO VOTE WITH RESPECT TO
PROPOSAL 4 AND ACCORDINGLY WILL HAVE NO EFFECT ON THE OUTCOME OF PROPOSAL 4.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE SECOND TRANCHE,
AND THE FOREGOING PROVISIONS OF THE INVESTOR RIGHTS AGREEMENT, RIGHT OF FIRST
REFUSAL AGREEMENT, VOTING AGREEMENT AND SHARE PURCHASE AGREEMENT.

5. ADJOURNMENTS

Although it is not currently anticipated, the Annual Meeting may be
adjourned for the purpose of soliciting additional proxies. Any adjournment of
the Annual Meeting may be made without notice (other than by the announcement
made at the Annual Meeting) by approval of the holders of a majority of the
outstanding shares of Common Stock present in person or represented by proxy at
the Annual Meeting, whether or not a quorum exists. We are soliciting proxies to
grant discretionary authority to vote in favor of adjournment of the Annual
Meeting. In particular, discretionary authority is expected to be exercised if
the purpose of the adjournment is to provide additional time to solicit votes to
approve and adopt Proposals 2, 3 and 4.

The affirmative vote of the holders of a majority of the shares of
present, either in person or by proxy, at the meeting is required for
ratification of Proposal 5. Therefore, stockholders who vote to abstain will in
effect be voting against the proposal. Broker non-votes, however, are not
counted as present for determining whether this proposal has been approved and
have no effect on its outcome.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO GRANT
DISCRETIONARY AUTHORITY TO ADJOURN THE MEETING.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors and persons who own 10% or more of a registered
class of our equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the SEC. Executive officers, directors and
10% or greater stockholders are required by SEC regulations to furnish us with
copies of all Forms 3, 4 and 5.

Based solely on our review of the copies of such forms we have
received, we believe that all of our executive officers and directors complied
with the filing requirements applicable to them.

STOCKHOLDER PROPOSALS

Any Proposals by stockholders of the Company intended to be included in
the Company's proxy statement and form of proxy relating to the Company's next
annual meeting of stockholders must be in writing and received by the Company at
its office at 1780 Opdyke Court, Auburn Hills, MI 48326 no later than
___________, 2005.

GENERAL

Our Board of Directors does not know of any matters other than the
foregoing which will be presented for consideration at the meeting. However, if
other matters properly come before the meeting, it is

the intention of the persons named in the enclosed proxy to vote thereon in
accordance with their best judgment.

The entire cost of soliciting management proxies will be borne by the
Company. Proxies will be solicited by mail and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
compensated for their services.

The Company will provide any stockholder of record at the close of
business on September 24, 2004, without charge, upon written request to its
Secretary at 1780 Opdyke Court, Auburn Hills, MI 48326, a copy of the Company's
Annual Report and Form 10-K for the fiscal year ended December 31, 2003. In
order to assure a quorum, whether or not you plan to attend the meeting, you are
urged to forward your proxy without delay. If you do attend the meeting and
vote, your proxy will not be used. A prompt response will aid management in
preparing for the Annual Meeting and, accordingly, will be greatly appreciated.

By Order of the Board of Directors,

Robert Anderson
Secretary

October __, 2004

EXHIBIT A

TRANS-INDUSTRIES, INC.

AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee (the "Committee") of Trans-Industries, Inc. (the
"Company) is appointed by the Board of Directors (the "Board") of the Company.
The primary functions of the Committee are to:

o Assist the Board in fulfilling its oversight of the integrity
of the Company's financial statements, the Company's
compliance with legal and regulatory requirements, the
independent auditor's qualifications and independence, and the
performance of the Company's internal audit function and
independent auditor; and

o Prepare the report of the Committee required to be included in
the Company's proxy statement for the Annual Meeting of
Stockholders.

MEMBERSHIP

General.

The Committee shall consist of no less than three directors, including
a Chair, as determined by the Board. Committee members shall be appointed by the
Board each year at the Board meeting following the Annual Meeting of
Stockholders and at other times when necessary to fill vacancies. Each committee
member shall serve for a period of one year or until such time as a member's
successor has been duly appointed. Committee members will serve at the pleasure
of the Board.

Independence and Qualifications.

Each member of the Committee shall meet the independence and experience
requirements as set forth by NASDAQ, Section 10A(m)(3) of the Securities
Exchange Act of 1934 and the SEC, and any other applicable laws, rules and
regulations, as amended from time to time. Each member of the Committee shall be
financially literate, which shall include the ability to read and understand
fundamental financial statements such as the Company's balance sheet, income
statement, and cash flow statement, as determined by the Board in its business
judgment. At least one member of the audit committee shall have past employment
experience in finance or accounting, requisite professional certification in
accounting or other comparable experience or background which results in the
individual's financial sophistication, including being or having been a chief
executive officer or other senior officer with financial oversight
responsibilities. The Committee shall also determine whether one or more of its
members meets the criteria of an "Audit Committee Financial Expert" as defined
by the SEC and make all required proxy statement disclosures relating thereto.
If a Committee member simultaneously serves on the audit committee of more than
three public companies (including the Company), the Board must determine that
such simultaneous service would not impair the ability of such

member to effectively serve on the Committee. The Company will be required to
disclose any such determination in its annual proxy statement.

RESPONSIBILITIES AND DUTIES

The Committee shall perform the following responsibilities and duties:

Responsibilities with Respect to Retention and Independence of
Independent Auditor:

o Be solely responsible to appoint and, where appropriate,
terminate, the Company's independent auditor. The Committee
shall be directly responsible for the compensation and
oversight of the work of the independent auditor (including
resolution of disagreements between management and the
independent auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or related
work. The independent auditor shall report directly to the
Committee.

o Pre-approve all auditing services and permitted non-audit
services (including the fees and terms thereof) to be
performed for the Company by its independent auditor.

o Inquire as to the independence of the independent auditor. As
part of this responsibility, the Committee will ensure that
the independent auditor submits on an annual basis to the
Committee a formal written statement delineating all
relationships with and professional services rendered to the
Company as required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees. The
Committee is responsible for actively engaging in a dialogue
with the independent auditor with respect to any disclosed
relationships or services that may impact the objectivity and
independence of the independent auditor and for recommending
that the Board take appropriate action in response to the
independent auditor's report to satisfy itself of the
independent auditor's independence.

o In connection with Committee's evaluation of the auditor's
independence, the Committee is also to review and evaluate the
performance of the lead partner of the audit engagement team
and further to establish policies and procedures to ensure the
rotation, if applicable, of the audit partners on the audit
engagement team, in accordance with SEC rules or other
applicable laws or regulations.

o Obtain and review, at least annually, a report by the
independent auditor describing: (a) the firm's internal
quality-control procedures; and (b) any material issues raised
by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding
five years, respecting one or more independent audits carried
out by the firm, and any steps taken to deal with any such
issues. The Committee shall present its conclusions with
respect to the independent auditor to the Board.

o Establish and review clear hiring policies for employees or
former employees of its independent auditor, and ensure that
neither the Company's CEO, chief financial officer,
controller, nor any person serving in an equivalent position
with the Company was employed by the independent auditor and
participated in any capacity in the audit of the Company
during the one year period preceding the date of the
initiation of the audit.

Responsibilities with Respect to the Internal Audit Function:

o Determine the scope of the Company's internal audit program.

o Review the results of any internal audits which may be
conducted, including the adequacy of the Company's internal
controls and any significant findings and

recommendations reported by the internal auditors (together
with management's response).

o Review with the independent auditor and management, including
the internal auditors (as appropriate), the responsibilities,
structure, staffing and budget of the Company's internal audit
function, if any, as well as the activities, organizational
structure, and qualifications of the internal auditors. The
Committee is to review the appointment or replacement of the
senior internal auditing executive, if any.

Responsibilities Related to Financial Statement and Disclosure Matters:

o Review, discuss and evaluate the following with management and
the independent auditor, at least annually:

(a) Major issues regarding accounting principles and
financial statement presentations, including any
significant changes in the Company's selection or
application of accounting principles, any major
issues as to the adequacy of the Company's internal
controls and any special steps adopted in light of
material control deficiencies;

(b) Any analysis prepared by management and/or the
independent auditor setting forth significant
financial reporting issues and judgments made in
connection with the preparation of the financial
statements, including analysis of the effects of
alternative Generally Accepted Accounting Principle
("GAAP") methods on the financial statements; and

(c) The effect of regulatory and accounting initiatives,
as well as off-balance sheet structures, on the
Company's financial statements.

o Review the nature and scope of the planned arrangements and
scope of the annual audit, and the results of the audit
findings with the independent auditor, including those matters
required to be discussed by Statement on Accounting Standards
No. 61 relating to the conduct of the audit, as well as any
audit problems or difficulties encountered in the scope of the
audit work and management's response, including (a) any
restrictions on the scope of activities or access to requested
information, and (b) any significant disagreements with
management.

o Discuss with the independent auditor any significant findings
and recommendations made by the independent auditor together
with management's response.

o Discuss with management the Company's major financial risk
exposures and the steps management has taken to monitor and
control such exposures, including the Company's risk
assessment and risk management policies.

o Discuss with management and the independent auditor the
Company's annual financial statements and related notes,
including the Company's disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," and recommend to the Board whether the financial
statements should be included in the Company's Annual Report
on Form 10-K.

o Discuss with management and the independent auditor the
Company's quarterly financial statements, including the
Company's disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
the results of the independent auditor's review of the
quarterly financial statements, before the filing of the
Company's Quarterly Report on Form 10-Q.

o Review and discuss with management and, if appropriate, the
independent auditor the Company's earnings press releases, as
well as financial information and earnings guidance provided
to analysts and rating agencies (including the use of
"proforma" or

"adjusted" "non-GAAP financial information" contained in any
such release or guidance). Such discussion may be done
generally (consisting of discussing the types of information
to be disclosed and the types of presentations to be made).
The Chair of the Committee may represent the entire Committee
for these purposes where it is impractical for the entire
Committee to meet.

o Review and discuss prior to the filing of the document
containing the audit opinion, reports from the independent
auditor on:

(a) All critical accounting policies and practices used;

(b) All alternative treatments of financial information
within GAAP that have been discussed with management,
ramifications of the use of such alternative
disclosures and treatments, and the treatment
preferred by the independent auditor; and

(c) Other material written communications between the
independent auditor and management including, but not
limited to, any management letter, or schedule of
unadjusted differences.

o Review disclosures regarding internal controls and
other matters made to the Committee by the Company's
CEO and CFO during their certification process for
the Form 10-K and Form 10-Q.

o Prepare the report of the Audit Committee in
accordance with regulations of the SEC, to be set
forth in the proxy statement for the Company's Annual
Meeting of Stockholders.

Responsibilities Related to Compliance Oversight:

o Retain independent counsel, accountants or other advisors, as
it determines necessary to carry out its duties and conduct or
authorize investigations into any matters within the scope of
the Committee's responsibilities. The Company shall provide
appropriate funding, as determined by the Committee, in its
capacity as a committee of the Board, for payment of
compensation to the independent auditor engaged for the
purpose of rendering or issuing an audit report or related
work or performing other audit, review or attest services for
the Company, the compensation of any independent advisors
employed by the Committee and the Committee's ordinary
administrative expenses that are necessary and appropriate to
carry out its duties.

o Establish procedures for the receipt, retention and treatment
of complaints received by the Company regarding accounting,
internal accounting controls, or auditing matters, and the
confidential, anonymous submission by employees of concerns
regarding accounting or auditing matters.

o Obtain from the independent auditor assurance that,
if the independent auditor detects or becomes aware
of any illegal act, the Committee is adequately
informed, and that a report is provided to the
Committee if the independent auditor reaches specific
conclusions with respect to such illegal acts.

o Discuss with management, including the General
Counsel, legal compliance and litigation matters that
may have a material impact on or raise material
issues concerning the Company's financial statements
or accounting policies.

o Conduct or authorize such additional reviews,
assessments or investigations as may be delegated to
it by the Board, or on its own motion, as the
Committee may deem necessary or appropriate to
perform any of the foregoing functions.

o Review and approve all related-party transactions, as
defined in Item 404 of Regulation S-K, for potential
conflict of interest situations.

LIMITATION OF AUDIT COMMITTEE'S ROLE

While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
determine that the Company's financial statements and disclosures are complete
and accurate and are in accordance with generally accepted accounting principles
and applicable rules and regulations. These are the responsibilities of
management and the independent auditor.

ADMINISTRATION

Meetings and Reports.

The Committee will hold meetings, in person, by telephone or by other
recognized legal means of communication, at such times and with such frequency
as it deems necessary to carry out its duties and responsibilities under this
Charter. Special meetings of the Committee may be called by the Chairman of the
Board or the CEO of the Company or by the Chairman of the Committee, with notice
of any such special meeting to be given in accordance with the Company's Bylaws.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business by the Committee. At the discretion of the Committee,
other members of the Board and any officer or employee of the Company may be
invited to attend and participate in meetings of the Committee. The Committee
also may act by unanimous written consent in accordance with the terms of the
Company's Bylaws and applicable law. If approved by the Board, the Committee may
delegate any of its responsibilities under this Charter to a subcommittee
composed solely of members of the Committee.

Minutes of each Committee and records of all other Committee actions
shall be prepared by a secretary of the meeting designated by the Committee, and
shall be retained with the permanent records of the Company.

A report on each meeting of the Committee and on each action of the
Committee taken by unanimous written consent shall be provided to the Board by
the Chairman of the Committee (or, in the Chairman's absence, by another member
of the Committee) at the next regularly scheduled meeting of the Board or as
otherwise requested by the Board.

The Committee shall also review and reassess this Charter on an annual
basis, and ensure that the Charter is included as an appendix to the Company's
proxy statement at least once every three years.

Performance Evaluation of Committee.

The performance of the Committee shall be reviewed and evaluated
annually by the Board based on review criteria and procedures developed by the
Nominating and Corporate Governance Committee.

BOARD OF DIRECTORS APPROVAL

This Charter was approved and adopted by the Board on May 19, 2004.

EXHIBIT B

TRANS-INDUSTRIES, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

(AS ADOPTED ON MAY 19, 2004)

The Board of Directors (the "Board") of Trans-Industries, Inc. (the
"Company") has constituted and established a Nominating and Corporate Governance
Committee (the "Committee") with authority, responsibility and specific duties
as described in this Nominating and Corporate Governance Committee Charter.

PURPOSE

The purpose of the Nominating and Corporate Governance Committee is to:

o Identify individuals qualified to become Board members;

o Recommend to the Board the persons to be nominated by the
Board for election as directors at the annual meeting of
stockholders;

o Develop and recommend to the Board a set of corporate
governance principles applicable to the Company; and

o Oversee the evaluation of the Board and management.

MEMBERSHIP

The Committee shall consist of three directors who are independent of
management and free from any relationship that, in the opinion of the Board, and
as evidenced by its appointment of such Committee members, would interfere with
the exercise of independent judgment as Committee members. Each Committee member
shall meet the definition of "independent" within the meaning of the NASDAQ
listing standards, and any other applicable laws, rules and regulations, as
amended from time to time.

The Board shall appoint one member of the Committee to serve as the
Chairman of the Committee. In the event the Board fails to appoint a Chair of
the Committee, the Nominating and Corporate Governance Committee shall elect a
Chair by majority vote. The Board may fill vacancies on the Committee from time
to time, and the Board may remove a Committee member from membership on the
Committee at any time with or without cause.

PRINCIPAL FUNCTIONS

The Committee has two basic responsibilities: (1) to assist the Board
in identifying individuals qualified to become board members and to recommend
that the Board select the director nominees to be elected at the annual meeting
of stockholders or to be appointed to fill a vacancy or

to otherwise increase the size of the Board; and (2) to assist the Board in
developing and implementing the Company's corporate governance policies and
guidelines. In carrying out its responsibilities, the Committee will:

o Identify, review, evaluate and recommend individual candidates
to the Board to become Board members and shall consider
management and stockholder recommendations for director
candidates. In recommending candidates for nomination, the
Committee shall consider such factors as it deems appropriate
and shall not recommend candidates for nomination who do not
meet the following minimum qualifications:

o A desire to represent the best interests of the
stockholders;

o An express commitment to the mission and success of
the Company as well as an ability to work compatibly
with the Board and senior management;

o The highest ethical standards, values and integrity;

o Experience and knowledge that the Committee deems
relevant to the Company;

o The ability and willingness to commit and devote the
necessary time and energy to the diligent performance
of his or her duties, including preparing for,
attending and participating in Board meetings and one
or more standing committees of the Board; and

o Basic knowledge of corporate governance matters and
the role of boards of public companies.

o Establish policies and procedures with regard to the
consideration of stockholder recommended director candidates
and the process by which the Committee identifies and
evaluates all director candidates.

o Evaluate whether an incumbent director should be nominated for
reelection to the Board upon expiration of such director's
term. The Committee shall use the same factors established for
new director candidates to make its evaluation and also shall
take into account the incumbent director's past performance
and contribution to the Board and its committees.

o Review annually the Board's committee structure and recommend
to the Board for its approval directors to serve on each of
the Board's committees. The Committee also shall recommend
additional directors to serve as committee members when
necessary to fill vacancies. The Committee shall consult with
the Chief Executive Officer or acting Chairman of the Board on
all such recommendations.

o Shall develop and recommend to the Board for its approval
Corporate Governance Guidelines for the Company. Thereafter,
the Committee shall periodically review and assess the
adequacy of the Company's Corporate Governance Guidelines and
recommend changes to the Board as necessary.

o Shall develop and recommend to the Board for its approval a
Code of Conduct & Compliance applicable to the Company's
directors, officers and employees, as well as a Financial Code
of Ethics applicable to the Company's Chief Executive Officer,
Chief Financial Officer, Chief Accounting Officer and other
persons performing similar functions.

o Shall review matters brought to its attention relating to the
integrity of management, including conflicts of interest, and
shall oversee adherence to the Company's Code of Conduct &
Compliance. In connection with these reviews, the Committee
will meet, as appropriate, with the Company's outside counsel
and other Company officers and employees.

o Establish procedures to ensure prompt notification of NASDAQ
after an executive officer becomes aware of any material
non-compliance by the Company with any NASDAQ listing
standard.

o Shall develop and recommend to the Board for its approval an
annual self-evaluation process for the entire Board and each
of its committees. The Committee shall coordinate and oversee
the process of such annual Board and committee evaluations.

o Shall be responsible for coordinating and overseeing the
process for the evaluation of the company's senior executives
by the Board of Directors.

o Present an annual report to the Board on succession planning
and management development for "senior management," including
the CEO. This succession planning includes development of
policies and procedures for succession in the event of
retirement or emergency;

o Shall make recommendations regarding director orientation
programs and shall consider continuing education opportunities
for directors to the extent appropriate.

o Delegate, where appropriate in the discretion of the
Committee, any of its responsibilities to a subcommittee.

o Retain and authorize search firms, consultants, legal,
accounting or other advisors, without seeking approval from
the Board, as it deems necessary, to assist in fulfilling its
responsibilities and discharging its duties.

o Report its activities to the Board at its next regularly
scheduled meeting following a Committee meeting or written
action, accompanied by any recommendations to the Board
approved by the Committee.

o Review the disclosure regarding the Nominating and Corporate
Governance Committee's director nominating function and
procedures required to be disclosed in the Company's proxy
statement and ensure that any material changes to the
procedures by which stockholders may recommend nominees to the
Board are disclosed in the next periodic report filed with the
SEC;

o Periodically review and assess its own performance and the
adequacy of this Charter and recommend any appropriate changes
to the Board.

o Such other duties and responsibilities as may be assigned to
the Committee, from time to time, by the Board and/or the
Chairman of the Board.

ADMINISTRATION

Meetings and Reports.

The Committee shall also review and reassess its performance as well as
this Charter on an annual basis and recommend any appropriate changes to the
Board.

Performance Evaluation of Committee.

The performance of the Committee shall be reviewed and evaluated
annually by the Board based on review criteria and procedures developed by the
Nominating and Corporate Governance Committee.

BOARD OF DIRECTORS APPROVAL

This Charter was approved and adopted by the Board on May 19, 2004.

TRANS-INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 17, 2004
SOLICITED BY THE BOARD OF DIRECTORS

The undersigned, a shareholder of Trans-Industries, Inc. hereby appoints
Dale S. Coenen and Kai Kosanke and each of them, as Proxies, with full power of
substitution, to represent the undersigned and to vote, as designated below, all
the shares of Common Stock of TRANS-INDUSTRIES, INC., held of record by the
undersigned on September 24, 2004, at the Annual Meeting of Stockholders to be
held at the Holiday Inn, 1500 Opdyke Road, Auburn Hills, Michigan November 17,
2004, or at any and all postponements and adjournments thereof, with all the
powers which the undersigned would possess if personally present, upon the
matters set forth herein.

The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and acknowledges receipt of the Notice and Proxy Statement
relating to the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3, 4 AND
5.

1. Election of three directors to hold office for a term of one year.

Please cast your vote for or against each of the following nominees:

Dale S. Coenen

H. Sean Mathis

Robert J. Ruben

Vote FOR Vote WITHHELD /_/
all nominees /_/ from all nominees
(except as marked below)

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDICATED NOMINEE, WRITE THE NAME(s) OF THE NOMINEE(s)
IN THE BOX PROVIDED ON THE SPACE PROVIDED BELOW.)

- --------------------------------------------------------------------------------
2. To ratify the issuance to Harry E. Figgie, Jr., as trustee under the
Trust Agreement dated July 15, 1976, as amended, of 193,799 shares of
Series B Convertible Preferred Stock, par value $1.00 per share, and
Warrants to purchase in the aggregate up to 145,349 shares of
Trans-Industries Common Stock, par value $0.10 per share, pursuant to
the Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated March 4, 2004 (the " Series B Purchase Agreement").

/_/ FOR /_/ AGAINST /_/ ABSTAIN

3. To ratify the applicable voting provisions established by the Company's
Certificate of Designation, Preferences and Rights of Series B
Convertible Preferred Stock of Trans-Industries, Inc. which states that
the approval of the holders of at least a majority of the outstanding
shares of Series B Convertible Preferred Stock, voting as a separate
series, is required for the Company to increase the maximum number of
directors constituting the Board of Directors to more than six and that
the holders of the Series B Convertible Preferred Stock, voting as a
separate series, have the right to elect three of the Company's six
directors.

/_/ FOR /_/ AGAINST /_/ ABSTAIN

4. To approve, for purposes of complying with NASDAQ Marketplace Rule
4350(i)(1)(B), the issuance of additional stock to, or acquisitions by,
Mr. Figgie or his affiliates pursuant to the Convertible Promissory
Note Purchase Agreement dated August 18, 2004, the Series B Purchase
Agreement and various ancillary agreements to the Note Purchase
Agreement and the Series B Purchase Agreement, as more fully described
in the accompanying proxy material;

/_/ FOR /_/ AGAINST /_/ ABSTAIN

5. To grant discretionary authority to adjourn the meeting.

/_/ FOR /_/ AGAINST /_/ ABSTAIN

6. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any and all
postponements or adjournments thereof. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, 3,
4 and 5.

___________________________ ___________________________ Date ________, 2004
Signature of Stockholder Signature of Stockholder

Please sign your name exactly as it appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

[TRANS-INDUSTRIES, INC. LOGO]

SERIES B CONVERTIBLE PREFERRED STOCK PROXY CARD

TRANS-INDUSTRIES, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 17, 2004

SOLICITED BY THE BOARD OF DIRECTORS

The undersigned, a shareholder of Trans-Industries, Inc. hereby appoints
Dale S. Coenen and Kai Kosanke and each of them, as Proxies, with full power of
substitution, to represent the undersigned and to vote, as designated below, all
the shares of Series B Convertible Preferred Stock of TRANS-INDUSTRIES, INC.,
held of record by the undersigned on September 24, 2004, at the Annual Meeting
of Stockholders to be held at the Holiday Inn, 1500 Opdyke Road, Auburn Hills,
Michigan on November 17, 2004, or at any and all postponements and adjournments
thereof, with all the powers which the undersigned would possess if personally
present, upon the matters set forth herein.

The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and acknowledges receipt of the Notice and Proxy Statement
relating to the Meeting.:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 and 5.

1. Election of three directors to hold office for a term of one year.

Please cast your vote for or against each of the following nominees:

Harry E. Figgie Jr.

Richard A. Solon

James O'Brien

Vote FOR Vote WITHHELD /_/
all nominees /_/ from all nominees
(except as marked below)

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDICATED NOMINEE, WRITE THE NAME(s) OF THE NOMINEE(s)
IN THE SPACE PROVIDED BELOW.)

- --------------------------------------------------------------------------------

5. To grant discretionary authority to adjourn the meeting.

/_/ FOR /_/ AGAINST /_/ ABSTAIN

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 and 5.

__________________________ ___________________________ Date ________, 2004
Signature of Stockholder Signature of Stockholder

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

[TRANS-INDUSTRIES, INC. LOGO]