================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1


(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the transition period from         to


                         Commission file number 1-13894

                                 TRANSPRO, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                            34-1807383
   (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                  100 Gando Drive, New Haven, Connecticut 06513
          (Address of principal executive offices, including zip code)

                                 (203) 401-6450
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes [X]   No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).    Yes [ ]   No [X]

     The number of shares of common stock, $.01 par value, outstanding as of
August 13, 2004 was 7,106,023.

Exhibit Index is on page 17 of this report.


                                  Page 1 of 24

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                                      INDEX

EXPLANATORY NOTE:

     In a press release dated, July 27, 2004, the Company indicated that it had
undertaken a review of the accounting associated with the revenue recognition
impact of shipping terms to certain customers near quarters' end. The issue
relates to the recognition of revenue at the time products were shipped to
certain customers, who have shipping terms that require revenue to have been
reported when product was received by these customers. This review has been
completed and resulted in the reversal of $1.3 million in previously reported
first quarter 2004 sales and $0.2 million of corresponding pretax profit, into
the second quarter of 2004. As a result, the Company has restated its financial
results as of and for the three-month period ended March 31, 2004 and is filing
this amended Form 10-Q for the period. The Company has determined that the
impact of this issue on other prior periods was not material.

                                                                            Page

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Consolidated Statements of Operations for
                       the Three Months Ended March 31, 2004 and 2003          3

                  Condensed Consolidated Balance Sheets at March 31, 2004
                       and December 31, 2003                                   4

                  Condensed Consolidated Statements of Cash Flows for the
                       Three Months Ended March 31, 2004 and 2003              5

                  Notes to Condensed Consolidated Financial Statements         6

         Item 2.  Management's Discussion and Analysis of Financial
                       Condition and Results of Operations                    11

         Item 3.  Quantitative and Qualitative Disclosures About
                       Market Risk                                            14

         Item 4.  Controls and Procedures                                     15

PART II. OTHER INFORMATION

         Item 2.  Changes in Securities, Use of Proceeds and Issuer
                       Purchases of Equity Securities                         15

         Item 4.  Submission of Matters to a Vote of Security Holders         15

         Item 6.  Exhibits and Reports on Form 8-K                            17

         Signatures                                                           18

                                       2



                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


                                 TRANSPRO, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)                                                Three Months
(in thousands, except per share amounts)                  Ended March 31,
                                                   ----------------------------
                                                       2004            2003
                                                   ------------    ------------
                                                   (Restated)
Net sales                                            $  59,895       $  52,700
Cost of sales                                           49,636          45,509
                                                   ------------    ------------
Gross margin                                            10,259           7,191
Selling, general and administrative expenses            10,116          10,662
Restructuring and other special charges                     --             418
                                                   ------------    ------------
Operating income (loss)                                    143          (3,889)
Interest expense                                           839             849
                                                   ------------    ------------
Loss before taxes                                         (696)         (4,738)
Income tax benefit                                         (53)           (403)
                                                   ------------    ------------
Net loss                                             $    (643)      $  (4,335)
                                                   ============    ============

Loss per common share -- basic                       $   (0.09)      $   (0.61)
                                                  =============    ============
                      -- diluted                     $   (0.09)      $   (0.61)
                                                  =============    ============

Weighed average common shares -- basic                   7,106           7,106
                                                  =============    ============
                              -- diluted                 7,106           7,106
                                                  =============    ============


        The accompanying notes are an integral part of these statements.


                                       3



                                 TRANSPRO, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS



(Unaudited)
(in thousands, except share data)                                                                March 31,           December 31,
                                           ASSETS                                                  2004                  2003
                                                                                              ----------------    ----------------
                                                                                                (Restated)

Current assets:
     Cash and cash equivalents                                                                    $     454             $     189

     Accounts receivable (less allowances of $2,707 and $2,746)                                      43,510                46,056
     Inventories:
         Raw material and component parts                                                            18,036          1     15,704
         Work in process                                                                              1,269                 1,082
         Finished goods                                                                              54,374                54,641
                                                                                              --------------      ----------------
              Total inventories                                                                      73,679                71,427
                                                                                              --------------      ----------------
     Other current assets                                                                             5,865                 5,944
                                                                                              --------------      ----------------
Total current assets                                                                                123,508               123,616
                                                                                              --------------      ----------------
Property, plant and equipment                                                                        69,268                68,594
Accumulated depreciation and amortization                                                           (45,475)              (44,440)
                                                                                              --------------      ----------------
               Net property, plant and equipment                                                     23,793                24,154
                                                                                              --------------      ----------------
Other assets                                                                                          9,043                 9,408
                                                                                              --------------      ----------------
Total assets                                                                                      $ 156,344             $ 157,178
                                                                                              ==============      ================
                            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Revolving credit debt and current portion of long-term debt                                  $  42,894             $  49,638
     Accounts payable                                                                                39,077                32,816
     Accrued liabilities                                                                             19,090                18,134
                                                                                              --------------      ----------------
Total current liabilities                                                                           101,061               100,588
                                                                                              --------------      ----------------
Long-term liabilities:
     Long-term debt                                                                                   1,232                 1,306
     Other long-term liabilities                                                                     11,090                11,664
                                                                                              --------------      ----------------
Total long-term liabilities                                                                          12,322                12,970
                                                                                              --------------      ----------------
Commitments and contingent liabilities
Stockholders' equity:
     Preferred stock, $.01 par value: Authorized 2,500,000 shares; issued and
        outstanding as follows:
         Series A junior participating preferred stock, $.01 par value:
               Authorized 200,000 shares; issued and outstanding -- none at
               March 31, 2004 and December 31, 2003                                                      --                    --
         Series B convertible preferred stock,  $.01 par value:  Authorized 30,000
                shares; issued and outstanding; -- 12,781 shares at March 31, 2004
                and December 31, 2003 (liquidation preference $1,278)                                    --                    --

     Common Stock, $.01 par value: Authorized 17,500,000 shares; 7,147,959
       shares issued at March 31, 2004 and December 31, 2003; 7,106,023 shares
       outstanding at March 31, 2004 and December 31, 2003                                               71                    71
     Paid-in capital                                                                                 55,041                55,041
     Accumulated deficit                                                                             (7,626)               (6,967)
     Accumulated other comprehensive loss                                                            (4,510)               (4,510)
     Treasury stock, at cost, 41,936 shares at March 31, 2004 and December 31, 2003                     (15)                  (15)
                                                                                              --------------      ----------------
Total stockholders' equity                                                                           42,961                43,620
                                                                                              --------------      ----------------
Total liabilities and stockholders' equity                                                        $ 156,344             $ 157,178
                                                                                              ==============      ================


        The accompanying notes are an integral part of these statements.


                                       4



                                 TRANSPRO, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



(Unaudited)                                                                                               Three Months Ended
(Amounts in thousands)                                                                                         March 31,
                                                                                                    ------------------------------
                                                                                                        2004             2003
                                                                                                    --------------    ------------
Cash flows from operating activities:                                                                (Restated)

     Net loss                                                                                           $    (643)      $  (4,335)
     Adjustments to reconcile net loss to net cash provided by operating activities:
         Depreciation and amortization                                                                      1,472           1,577
         Provision for uncollectible accounts receivable                                                       39             313
         Non-cash restructuring charges                                                                        --              46
         Gain on sale of building                                                                             (69)            --
     Changes in operating assets and liabilities:
         Accounts receivable                                                                                2,507           2,033
         Inventories                                                                                       (2,252)         (6,823)
         Accounts payable                                                                                   6,261           9,893
         Accrued expenses                                                                                     956           1,624
         Other                                                                                               (166)            412
                                                                                                    --------------    ------------
Net cash provided by operating activities                                                                   8,105           4,740
                                                                                                    --------------    ------------

Cash flows from investing activities:
     Capital expenditures, net of sales and retirements                                                      (718)           (399)
                                                                                                    --------------    ------------
Net cash used in investing activities                                                                        (718)           (399)
                                                                                                    --------------    ------------

Cash flows from financing activities:
     Dividends paid                                                                                           (16)            (16)
     Net repayments under revolving credit facility                                                        (6,714)         (3,772)
     Repayments of term loan and capitalized lease obligations                                               (392)           (181)
     Deferred debt issuance costs                                                                              --             (27)
                                                                                                    --------------    ------------
Net cash used in financing activities                                                                      (7,122)         (3,996)
                                                                                                    --------------    ------------

Increase in cash and cash equivalents                                                                         265             345
     Cash and cash equivalents at beginning of period                                                         189             155
                                                                                                    --------------    ------------
     Cash and cash equivalents at end of period                                                         $     454       $     500
                                                                                                    ==============    ============

Non-cash investing and financing activity:
     Entered capital lease obligation                                                                   $     288       $      --
                                                                                                    ==============    ============


        The accompanying notes are an integral part of these statements.


                                       5



                                 TRANSPRO, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - RESTATEMENT OF FINANCIAL STATEMENTS

     In a press release dated, July 27, 2004, the Company indicated that it had
undertaken a review of the accounting associated with the revenue recognition
impact of shipping terms to certain customers near quarters' end. The issue
relates to the recognition of revenue at the time products were shipped to
certain customers, who have shipping terms that require revenue to have been
reported when product was received by these customers. This review has been
completed and resulted in the reversal of $1.3 million in previously reported
first quarter 2004 sales and $0.2 million of corresponding pretax profit, into
the second quarter of 2004. As a result, the Company has restated its financial
results as of and for the three-month period ended March 31, 2004 and is filing
this amended Form 10-Q for the period. The Company has determined that the
impact of this issue on other prior periods was not material.

     A comparison of the originally reported and restated amounts contained in
the financial statements for the first quarter of 2004 is as follows:



                                                             Originally
                                                              Reported         Restated
                                                            --------------   -------------
                                                                   (in thousands)

Consolidated Statement of Operations:

     Net sales                                                  $  61,208       $  59,895
                                                            ==============   =============
     Cost of sales                                              $  50,653       $  49,636
                                                            ==============   =============
     Gross margin                                               $  10,555       $  10,259
                                                            ==============   =============
     Selling, general and administrative expenses               $  10,163       $  10,116
                                                            ==============   =============
     Operating income (loss)                                    $     392       $     143
                                                            ==============   =============
     Loss before taxes                                          $    (447)      $    (696)
                                                            ==============   =============
     Income tax benefit                                         $     (34)      $     (53)
                                                            ==============   =============
     Net loss                                                   $    (413)      $    (643)
                                                            ==============   =============
     Loss per common share - basic                              $   (0.06)      $   (0.09)
                                                            ==============   =============
                           - diluted                            $   (0.06)      $   (0.09)
                                                            ==============   =============
Consolidated Balance Sheet:

     Accounts receivable                                        $  44,823       $  43,510
                                                            ==============   =============
     Finished goods                                             $  53,357       $  54,374
                                                            ==============   =============
     Total inventories                                          $  72,662       $  73,679
                                                            ==============   =============
     Total current assets                                       $ 123,804       $ 123,508
                                                            ==============   =============
     Total assets                                               $ 156,640       $ 156,344
                                                            ==============   =============
     Accrued liabilities                                        $  19,156       $  19,090
                                                            ==============   =============
     Total current liabilities                                  $ 101,127       $ 101,061
                                                            ==============   =============
     Accumulated deficit                                        $  (7,396)      $  (7,626)
                                                            ==============   =============
     Total stockholders' equity                                 $  43,191       $  42,961
                                                            ==============   =============
     Total liabilities and stockholders' equity                 $ 156,640       $ 156,344
                                                            ==============   =============
Consolidated Statement of Cash Flow:

     Net loss                                                      $ (413)         $ (643)
                                                            ==============   =============
     Accounts receivable                                          $ 1,194         $ 2,507
                                                            ==============   =============
     Inventories                                                  $(1,235)        $(2,252)
                                                            ==============   =============
     Accrued expenses                                             $ 1,022          $  956
                                                            ==============   =============


                                       6


NOTE 2 - INTERIM FINANCIAL STATEMENTS

     The condensed consolidated financial information should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 2003 including the audited financial statements and notes thereto
included therein.

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation of consolidated financial position,
consolidated results of operations and consolidated cash flows have been
included in the accompanying unaudited condensed consolidated financial
statements. All such adjustments are of a normal recurring nature.

NOTE 3 - STOCK COMPENSATION COSTS

     The Company applies APB Opinion No. 25 "Accounting for Stock Issued to
Employees" and related interpretations in accounting for its stock option plans.
Accordingly, no compensation cost has been recognized in the financial
statements with respect to stock options. Had compensation cost for the
Company's plans been determined based on the fair value at the grant dates for
awards under the plans, consistent with Statement of Financial Accounting
Standards No. 123 "Accounting for Stock Based Compensation," as amended by SFAS
No. 148 "Accounting for Stock-Based Compensation-Transition and Disclosure", the
pro forma net loss and loss per share for the three months ended March 31, would
have been as follows:

(in thousands, except per share amounts)           2004            2003
                                                ------------    ------------
                                                 (Restated)
Net loss:
As reported                                          $(643)        $(4,335)
Stock based compensation costs, net of tax             (52)            (64)
                                                ------------    ------------
Pro forma                                            $(695)        $(4,399)
                                                ============    ============

Basic net loss per common share:
As reported                                         $(0.09)         $(0.61)
Pro forma                                           $(0.10)         $(0.62)

Diluted net loss per common share:
As reported                                         $(0.09)         $(0.61)
Pro forma                                           $(0.10)         $(0.62)

NOTE 4 - COMPREHENSIVE LOSS

     For the three months ended March 31, 2004 and 2003, "Accumulated other
comprehensive loss" was comprised of the reported net loss for the period of
$0.6 million and $4.3 million, respectively.

NOTE 5 - RESTRUCTURING AND OTHER SPECIAL CHARGES

     During 2003, the Company completed the $7.0 million restructuring program
that it had commenced during the third quarter of 2001. The program was designed
around business initiatives to improve the


                                       7


Company's operating performance, including the redesign of our distribution
system, headcount reductions, the transfer of production between manufacturing
facilities and a reevaluation of our product offerings. The Company also added
approximately $0.9 million of new relocation programs in 2003 to include the
relocation of Fedco's inventory and machinery to Mexico and salaried headcount
reductions made in order to lower overall operating costs.

The remaining reserve balance at March 31, 2004 and December 31, 2003 is
classified in other accrued liabilities. A summary of the reserve activity is as
follows:



                          Balance at
                         December 31,        Charge to            Cash           Non-Cash             Balance at
                             2003           Operations          Payments         Write-off          March 31, 2004
                        ---------------  ------------------  ---------------   ---------------  ----------------------
                                                            (in thousands)

Workforce related              $199                --               $(111)              --                 $88
Facility consolidations          23                --                 (23)              --                  --
                             -------           -------          ----------         --------             -------
Total                          $222                --               $(134)              --                 $88
                             =======           =======          ==========         ========             =======


Cash payments for severance programs are expected to continue through the end of
2004.

NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2003, the FASB issued Statement No. 132 (Revised 2003)
"Employers' Disclosures about Pensions and Other Postretirement Benefits" which
replaces the original SFAS 132 and revises employers' financial statement
disclosures about pension plans and other postretirement plans. The Company has
adopted the applicable provisions of this Statement in its reporting of the
financial results for the year ended December 31, 2003 and has implemented the
interim reporting requirements in the financial statements included with this
filing.

NOTE 7 - LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per
share:


(in thousands, except per share amounts)



                                                                                      Three Months
                                                                                    Ended March 31,
                                                                            ---------------------------------
                                                                                 2004              2003
                                                                            ---------------   ---------------
Numerator:                                                                    (Restated)

Net loss                                                                          $   (643)         $ (4,335)
Deduct preferred stock dividend                                                        (16)              (16)
                                                                            ---------------   ---------------
Net loss attributable to common stockholders - basic                                  (659)           (4,351)
Add back preferred stock dividend                                                       --                --
                                                                            ---------------   ---------------
Net loss attributable to common stockholders - diluted                            $   (659)         $ (4,351)
                                                                            ===============   ===============
Denominator:
Weighted average common shares-- basic                                               7,106             7,106
Dilutive effect of Series B preferred stock                                             --                --
Dilutive effect of stock options                                                        --                --
                                                                            ---------------   ---------------
Adjusted weighted average common shares and equivalents-- diluted                    7,106             7,106
                                                                            ===============   ===============
Loss per common share -- basic                                                    $  (0.09)         $  (0.61)
                                                                            ===============   ===============
                      -- diluted                                                  $  (0.09)         $  (0.61)
                                                                            ===============   ===============


                                       8


     The weighted average basic common shares outstanding was used in the
calculation of the diluted loss per common share for the three months ended
March 31, 2004 and 2003 as the use of weighted average diluted common shares
outstanding would have an anti-dilutive effect on the loss per share.

     Certain options to purchase common stock were outstanding during the three
months ended March 31, 2004 and 2003, but were not included in the computation
of diluted loss per share because their exercise prices were greater than the
average market price of common shares for the period. The anti-dilutive options
outstanding and their exercise prices are as follows:

                                       Three Months Ended March 31,
                                ------------------------------------------
                                      2004                      2003
                                -------------------     ------------------

Options outstanding                  80,300                    83,800
Range of exercise prices         $5.50 - $11.75            $5.50 - $11.75

NOTE 8 - BUSINESS SEGMENT DATA

     The Company is organized into two segments, also referred to herein as
strategic business groups ("SBG"), based on the type of customer served --
Automotive and Light Truck, and Heavy Duty. The Automotive and Light Truck SBG
is comprised of a Heat Exchange Unit and a Temperature Control Products Unit,
both serving the aftermarket. The Heavy Duty SBG consists of an OEM and
Aftermarket unit, both serving the heavy-duty marketplace. The table below sets
forth information about the reported segments:

                                                     Three Months
                                                    Ended March 31,
                                              --------------------------
                                                  2004         2003
                                              ------------- ------------
                                               (Restated)
                                                     (in thousands)
Trade sales:
Automotive and Light Truck                         $42,079      $39,096
Heavy Duty                                          17,816       13,604

Intersegment transfers:
Automotive and Light Truck                           1,716          855
Heavy Duty                                              --           --
Eliminations                                        (1,716)        (855)
                                              ------------- ------------
  Total net sales                                  $59,895      $52,700
                                              ============= ============

Operating income (loss):
Automotive and Light Truck                          $1,817       $ (632)
Restructuring and other special charges                 --          (60)
                                              ------------- ------------
   Automotive and Light Truck total                  1,817         (692)
                                              ------------- ------------
Heavy Duty                                             (27)      (1,350)
Restructuring and other special charges                 --         (358)
                                              ------------- ------------
   Heavy Duty total                                    (27)      (1,708)
                                              ------------- ------------
Corporate expenses                                  (1,647)      (1,489)
                                              ------------- ------------
   Total operating income (loss)                     $ 143     $ (3,889)
                                              ============= ============

                                       9



NOTE 9 - RETIREMENT AND POST-RETIREMENT PLANS

The components of net periodic benefit costs for the first quarter of 2004 and
2003 are as follows:



                                       RETIREMENT PLANS           POSTRETIREMENT PLANS
                                   -----------------------    ----------------------------
                                     2004         2003            2004           2003
                                   ----------  -----------    -------------   ------------
                                                      (in thousands)

Service cost                            $214         $277               $1             $1
Interest cost                            456          622               10             10
Expected return on plan assets          (560)        (692)              --             --
Amortization of net loss                  59           49                1              1
                                   ----------  -----------    -------------   ------------
Net periodic benefit cost               $169         $256              $12            $12
                                   ==========  ===========    =============   ============



                                       10



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

INTRODUCTION

     The Company designs, manufactures and markets radiators, radiator cores,
heater cores, air conditioning parts (including condensers, compressors,
accumulators and evaporators) and other heat transfer products for the
automotive and light truck aftermarket. In addition, the Company designs,
manufactures and distributes radiators, radiator cores, charge air coolers, oil
coolers and other specialty heat exchangers for original equipment manufacturers
("OEMs") of heavy trucks and industrial and off-highway equipment and the heavy
duty heat exchanger aftermarket.

     The Company is organized into two strategic business groups based upon the
type of customer served - Automotive and Light Truck and Heavy Duty. Management
evaluates the performance of its reportable segments based upon operating income
(loss) before taxes as well as cash flow from operations which reflects
operating results and asset management.

     In order to evaluate market trends and changes, management utilizes a
variety of economic and industry data including miles driven by vehicles,
average age of vehicles, gasoline usage and pricing and automotive and light
truck vehicle population data. In the heavy duty segment, we also utilize Class
7 and 8 truck production data and industrial and off-highway equipment
production.

     Management looks to grow the business through a combination of internal
growth, including the addition of new customers and new products, and strategic
acquisitions. At the end of 2002, the Company acquired certain assets of Fedco
Automotive Components Company. This acquisition strengthened our position in the
heater core market, provided the Company with a new major customer, provided the
capability for in-house production of aluminum heaters and allowed us to
maximize the benefits generated by the in-house production of copper/brass
heaters at our Mexican plant.

     During 2003, the Company completed the $7.0 million restructuring program
that it had commenced during the third quarter of 2001. The program was designed
around business initiatives to improve the Company's operating performance,
including the redesign of our distribution system, headcount reductions, the
transfer of production between manufacturing facilities and a reevaluation of
our product offerings. The Company also added approximately $0.9 million of
restructuring programs in 2003 to include the relocation of Fedco's inventory
and machinery to Mexico and salaried headcount reductions made in order to lower
overall operating costs. Management believes that benefits from these
initiatives will serve as a foundation for improvements expected in 2004.

RESTATEMENT OF FIRST QUARTER 2004 OPERATING RESULTS

     In a press release dated, July 27, 2004, the Company indicated that it had
undertaken a review of the accounting associated with the revenue recognition
impact of shipping terms to certain customers near quarters' end. The issue
relates to the recognition of revenue at the time products were shipped to
certain customers, who have shipping terms that require revenue to have been
reported when product was received by these customers. This review has been
completed and resulted in the reversal of $1.3 million in previously reported
first quarter 2004 sales and $0.2 million of corresponding pretax profit, into
the second quarter of 2004. As a result, the Company has restated its financial
results as of and for the three-month period ended March 31, 2004 and is filing
this amended Form 10-Q for the period. The Company has determined that the
impact of this issue on other prior periods was not material.



                                       11


OPERATING RESULTS

QUARTER ENDED MARCH 31, 2004 VERSUS QUARTER ENDED MARCH 31, 2003

     Sales for the first quarter of 2004 of $59.9 million were $7.2 million or
13.7% above the first quarter of 2003. The Automotive and Light Truck segment
had sales of $42.1 million, which were $3.0 million or 7.6% above the first
quarter of 2003. Heat exchange product sales increased 13.4%, while temperature
control product sales were 22.2% lower than the prior year period. Heat exchange
product sales benefited from increased demand for heaters as a result of weather
conditions in January and February, the contributions of the Fedco acquisition,
which was being integrated during the first quarter of 2003, product line
extensions by certain retail customers and new customer business initiated since
the first quarter of 2003. Revenues, however, were unfavorably impacted by lower
demand for the Company's temperature control products, despite having added new
customers over the prior year. Customers have changed their buying patterns such
that they no longer rely heavily on large preseason orders, rather they purchase
products in closer proximity to the summer season. The Company believes that the
temperature control market will likely remain soft pending the arrival of hot
weather. Heavy Duty segment sales in the first quarter of 2004 were $17.8
million, $4.2 million or 31.0% above the prior year period. Sales in the Heavy
Duty OEM Unit were up 59.7% reflecting increased product demand from our OEM
customers due to rising Class 7 and 8 truck sales and incremental revenues from
new business announced subsequent to the first quarter of 2003. Heavy Duty
Aftermarket Unit sales were 4.3% above the first quarter of 2003 due to the
impact of new product lines recently introduced into the marketplace and an
increase in unit volume caused by the positive effects of an improving economy.

     Gross margin, as a percentage of net sales, was 17.1% versus 13.6% in the
first quarter of 2003. The improvement reflects higher sales, higher levels of
productivity, lower product costs, the benefits of cost savings initiatives
executed by the Company over the past three years as well as the full
integration of the Fedco acquisition. Gross margin dollars also benefited from
the higher level of net sales. During the first quarter of 2004, the Company
began experiencing the impact of rising commodity prices. As this trend is
expected to continue, a program of customer price increases is being implemented
in an effort to offset these additional costs.

     Selling, general and administrative expenses decreased as a percentage of
net sales to 16.9% from 20.2% in the first quarter of 2003. The decrease in
expenses primarily reflects the Company's cost reduction programs. Expense
levels in the first quarter of 2003 also reflected costs incurred by Fedco prior
to the completion of the integration of this acquisition.

     Restructuring costs in the first quarter of 2003 of $0.4 million were
associated with the closure of two regional Heavy Duty Aftermarket manufacturing
plants and one Automotive and Light Truck branch location. The Company's
restructuring program was completed during 2003 and only cash flow impacts are
being incurred in 2004.

     Interest costs were 1.2% below last year's levels due to the impact of
lower interest rates and lower average debt levels. Average rates on our
revolving credit facility were 4.0% for the first quarter of 2004 versus 4.25%
for the same period in 2003, while average borrowings for the quarter were $51.1
million in 2004 compared with $59.6 million a year ago. Discounting charges
associated with a customer-sponsored vendor program administered by a financial
institution are also included in interest expense.

     The effective tax rates of 7.6% in 2004 and 8.5% in 2003 primarily reflect
only a foreign provision, as the reversal of the Company's deferred tax
valuation allowances will offset a majority of the state and any federal income
tax provisions.

                                       12


     The net loss for the first quarter was $0.6 million, or $0.09 per basic and
diluted share in the first quarter of 2004 versus $4.3 million or $0.61 per
basic and diluted share in the first quarter of 2003.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     Cash flow from operating activities was $8.1 million in the first quarter
of 2004. Accounts receivable levels decreased by $2.5 million as the Company
continued to accelerate the collection of customer receivables utilizing a cost
effective customer-sponsored vendor program administered by a financial
institution and by working directly with other customers. This accelerated
collection was done in an effort to offset the continuing trend towards longer
customer dating terms by "blue chip" customers. Inventory levels grew $2.3
million reflecting the start-up of new customer programs and increases related
to typical seasonal buying patterns. The Company will remain focused on managing
inventory levels to match marketplace demand throughout the remainder of 2004.
Accounts payable rose by $6.3 million as a result of the growth in inventory
levels as well as our efforts to balance payables with the ongoing shift in
customer receivables mix toward longer payment cycles. During the first three
months of 2003, operations generated $4.7 million of cash. Accounts receivable
declined by $2.0 million as the Company commenced its participation in a
customer-sponsored vendor payment program designed to accelerate the collection
of receivables. Inventories rose $6.8 million due to higher anticipated near
term sales, the push-out of orders by certain customers and the Company's
efforts to enhance its high level of customer service. Accounts payable rose by
$9.9 million as a result of the growth in inventory levels as well as our
efforts to balance payables with the ongoing shift in customer receivable mix
towards longer payment cycles.

     The $0.7 million of capital spending during the first three months of 2004
was primarily in the Automotive and Light Truck segment. This reflected
expenditures for new product introduction, cost reductions and computer
upgrades. The Company expects that capital expenditures for the year will be
between $5.5 million and $6.5 million.

     Total debt at March 31, 2004 was $44.1 million, compared to $50.9 million
at the end of 2003 and $55.6 million at March 31, 2003. The reduction from
year-end reflects the utilization of cash generated by operating activities,
while the reduction from a year ago also reflects the pay down of a $5.0 million
Industrial Revenue Bond upon the sale of the New Haven, Connecticut headquarters
facility in May 2003. At March 31, 2004 the Company had $8.7 million available
for future borrowings under its Loan Agreement.

     The future liquidity and ordinary capital needs of the Company in the short
term are expected to be met from a combination of cash flows from operations and
borrowings under the existing Loan Agreement. The Company's working capital
requirements peak during the second and third quarters, reflecting the normal
seasonality in the Automotive and Light Truck segment. In addition, the
Company's future cash flow may be impacted by industry trends lengthening
customer payment terms or the discontinuance of currently utilized customer
sponsored payment programs. The loss of one or more of the Company's significant
customers or changes in payment terms to one or more major suppliers could also
have a material adverse effect on the Company's results of operations and future
liquidity. During 2003, the Company began utilizing a customer-sponsored program
administered by a financial institution in order to accelerate the collection of
funds and offset the impact of these lengthening terms. The Company intends to
continue utilizing this program as long as it is a cost effective tool to
accelerate cash flow and will expand its usage as other customers make it
available. The Company believes that its cash flow from operations, together
with borrowings under its Loan Agreement, will be adequate to meet its near-term
anticipated ordinary capital expenditures and working capital requirements.
However, the Company believes that the amount of borrowings available under the
Loan Agreement would not be sufficient to meet the capital needs for major
growth initiatives, such as significant acquisitions. If the Company were to
implement major new growth


                                       13


initiatives, it would have to seek additional sources of capital. However, no
assurance can be given that the Company would be successful in securing such
additional sources of capital.

CRITICAL ACCOUNTING ESTIMATES

     For interim reporting purposes, the Company calculates its effective income
tax rate based upon the current estimate of pre-tax income for the year. The
critical accounting estimates utilized by the Company remain unchanged from
those disclosed in its Annual Report on Form 10-K for the year ended December
31, 2003.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2003, the FASB issued Statement No. 132 (Revised 2003)
"Employers' Disclosures about Pensions and Other Postretirement Benefits" which
replaces the original SFAS 132 and revises employers' financial statement
disclosures about pension plans and other postretirement plans. The Company
adopted the applicable provisions of this Statement in its reporting of the
financial results for the year ended December 31, 2003 and has implemented the
interim reporting requirements in the financial statements included with this
filing.

FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS

     Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are not historical in nature, are
forward-looking statements. Such forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The Company's Annual Report on Form 10-K contains certain detailed factors
that could cause the Company's actual results to materially differ from the
forward-looking statements made by the Company. In particular, statements
relating to the future financial performance of the Company are subject to
business conditions and growth in the general economy and automotive and truck
business, the impact of competitive products and pricing, changes in customer
and product mix, failure to obtain new customers or retain old customers or
changes in the financial stability of customers, changes in the cost of raw
materials, components or finished products and changes in interest rates and
continued availability under the Company's Loan Agreement. The forward-looking
statements contained in this filing are made as of the date hereof, and the
Company does not undertake any obligation to update any forward-looking
statements, whether as a result of future events, new information or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company has certain exposures to market risk related to changes in
interest rates, foreign currency exchange rates and the price of commodities
used in our manufacturing process. There have been no material changes in market
risk since the filing of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003.

ITEM 4.  CONTROLS AND PROCEDURES

     The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure


                                       14


based on the definition of "disclosure controls and procedures" in Rule
13a-15(e). In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily is required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.

     The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of March 31, 2004. In conjunction with the evaluation carried
out as of June 30, 2004, the Company detected a material internal control
weakness associated with determining the revenue recognition impact of shipping
terms to certain customers near quarters' end. It was determined that $1.3
million of net sales and $0.2 million of net income associated with shipments
having terms of FOB Destination had been recorded in the quarter ended March 31,
2004 instead of in the quarter ended June 30, 2004. As a result, the Company is
restating its results for the quarter ended March 31, 2004 and filing this
amended Form 10-Q. The Company has determined that the impact of this issue on
other prior periods was not material.

     Subsequent to the end of the second quarter of 2004, the Company has
implemented process and control improvements to insure that revenue is
recognized in the proper periods in the future. There have been no other changes
in the Company's internal control over financial reporting during the quarter
ended March 31, 2004 that have materially affected, or are reasonably likely to
materially affect the Company's internal control over financial reporting.

                           PART II. OTHER INFORMATION

Item 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
        SECURITIES

     On April 29, 2004, the Company announced that its Board of Directors
approved the amendment of the Company's Shareholders' Rights Agreement to
accelerate its expiration date from September 29, 2005 to September 30, 2004.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the Annual Meeting of Stockholders of the Company held on May 6, 2004,
two proposals were voted upon by the Company's stockholders. A brief discussion
of each proposal voted upon at the Annual Meeting and the number of votes cast
for, against and withheld, as well as the number of abstentions to each proposal
are set forth below. There were no broker non-votes with respect to the
indicated proposals.


                                       15



     A vote was taken for the election of seven Directors of the Company to hold
office until the next Annual Meeting of Stockholders of the Company and until
their respective successors shall have been duly elected. The aggregate numbers
of shares of Common Stock voted in person or by proxy for each nominee were as
follows:

             Nominee                        For            Withheld
----------------------------------    --------------    --------------
Barry R. Banducci                         6,171,614            33,328
William J. Abraham, Jr.                   5,539,668           665,274
Philip Wm. Colburn                        6,170,814            34,128
Charles E. Johnson                        6,171,614            33,328
Paul R. Lederer                           6,192,614            12,328
Sharon M. Oster                           5,549,431           655,511
F. Alan Smith                             6,168,954            35,988

     A vote was taken on the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as auditors for the Company for the fiscal year
ending December 31, 2004. The aggregate numbers of shares of Common Stock voted
in person or by proxy were as follows:

                   For              Against          Abstain
            ------------------    ------------     ------------
                6,150,547           16,294           38,101

     The foregoing proposals are described more fully in the Company's
definitive proxy statement dated March 29, 2004, filed with the Securities and
Exchange Commission pursuant to Section 14 (a) of the Securities Act of 1934, as
amended, and the rules and regulations promulgated thereunder.


                                       16



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a)   Exhibits

     4.1    Amendment No. 2 to Rights Agreement between the Company and American
            Stock Transfer & Trust Company
    31.1    Certification of CEO in accordance with Section 302 of the
            Sarbanes-Oxley Act.
    31.2    Certification of CFO in accordance with Section 302 of the
            Sarbanes-Oxley Act.
    32.1    Certification of CEO in accordance with Section 906 of the
            Sarbanes-Oxley Act.
    32.2    Certification of CFO in accordance with Section 906 of the
            Sarbanes-Oxley Act.

b)   Reports on Form 8-K

     The following reports on Form 8-K were filed during the first quarter of
2004:

     --     On February 27, 2004, a Form 8-K was filed containing as an exhibit
            a press release announcing the results of operations and financial
            condition for the fourth quarter and twelve months ended December
            31, 2003.



                                       17



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       TRANSPRO, INC.
                                       (Registrant)


Date: August 18, 2004                  By: /s/ Charles E. Johnson
                                           ---------------------------------
                                           Charles E. Johnson
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Date: August 18, 2004                  By: /s/ Richard A. Wisot
                                           ---------------------------------
                                           Richard A. Wisot
                                           Vice President, Treasurer, Secretary,
                                           and Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)


                                       18