10-Q/A

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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A
                                 AMENDMENT NO. 2


(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
October 6, 2004 was 7,106,023.

Exhibit Index is on page 17 of this report.


                                  Page 1 of 24





                                      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 filed an amended Form 10-Q for the period. The Company has determined that
the impact of this issue on other prior periods was not material. The Company
has filed this Form 10Q/A Amendment No. 2 to clarify the disclosures provided in
Part 1, Item 4 "Controls and Procedures".


                                                                            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                                    14

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                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        $     --
                                                                       =======        ========




                                       5

        The accompanying notes are an integral part of these statements.






                                 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. Based upon the foregoing facts, management
has concluded that its disclosure controls and procedures contained a material
weakness as of March 31, 2004 and were therefore not effective as of that date.

         Subsequent to the end of the second quarter of 2004 in conjunction with
the preparation of the financial statements for that period, the Company has
implemented process and control improvements to insure that revenue is
recognized in the proper periods. Specifically, these procedures include a
review of all customer contracts in place and the implementation of a policy
requiring sign-off by a senior financial officer if any new customer contract is
entered into or existing customer contract is revised to contain shipping terms
other than "FOB Shipping Point." 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.





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:  October 8, 2004          By:     /s/ Charles E. Johnson
                                        ----------------------------------------
                                        Charles E. Johnson
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

Date:  October 8, 2004          By:     /s/ Richard A. Wisot
                                        ----------------------------------------
                                        Richard A. Wisot
                                        Vice President, Treasurer, Secretary,
                                        and Chief Financial Officer (Principal
                                        Financial and Accounting Officer)

EX-4.1

                                                                     Exhibit 4.1


                       AMENDMENT NO. 2 TO RIGHTS AGREEMENT

         AMENDMENT NO. 2, dated May 6, 2004, (this "Amendment") to that certain
Rights Agreement, dated September 29, 1995, as amended (the "Rights Agreement"),
between TRANSPRO, INC., a Delaware corporation (the "Company") and AMERICAN
STOCK TRANSFER & TRUST COMPANY ("Rights Agent").

         WHEREAS, a Distribution Date pursuant to the Rights Agreement has not
occurred as of the date of this Amendment and the Rights are currently
redeemable; and

         WHEREAS, the Company wishes to cure an ambiguity in the drafting of the
Rights Agreement and change the Final Expiration Date thereof;

         NOW THEREFORE, the parties hereto, intending to be legally bound
hereby, agree to amend the Rights Agreement as follows:

1. The final sentence of Section 27 of the Rights Agreement is hereby deleted in
its entirety and replaced with the following:

         "Notwithstanding anything in this Agreement to the contrary, no
supplement or amendment shall be made at such time as the Rights are not then
redeemable which (i) decreases the stated Redemption Price, (ii) decreases the
period of time remaining until the Final Expiration Date or (iii) modifies a
time period relating to when the Rights may be redeemed."

2. Section 1(k) of the Rights Agreement is hereby deleted in its entirety and
replaced with the following:

         "(k) "Final Expiration Date" shall mean September 30, 2004."

3. This Amendment may be executed in counterparts each of which shall be deemed
to be an original and all of which shall together constitute one and the same
instrument.

4. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Rights Agreement.


                            (signature page follows)







         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.


TRANSPRO, INC.                           AMERICAN STOCK TRANSFER & TRUST COMPANY


By: /s/ Richard A. Wisot                 By: /s/ Joseph F. Wolf
Name: Richard A. Wisot                   Name: Joseph F. Wolf
Title: Vice President                    Title: Vice President

EX-31.1

                                                                    Exhibit 31.1


                                  CERTIFICATION

I, Charles E. Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Transpro, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.


Date: October 8, 2004                      /s/ Charles E. Johnson
                                           -------------------------------------
                                           Charles E. Johnson
                                           President and Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2


                                  CERTIFICATION

I, Richard A. Wisot, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Transpro, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.


Date: October 8, 2004                                 /s/ Richard A. Wisot
                                                      --------------------------
                                                      Richard A. Wisot
                                                      Chief Financial Officer

EX-32.1

                                                                    Exhibit 32.1


                   CERTIFICATION OF PERIODIC FINANCIAL REPORT


         Pursuant to 18 U.S.C. 1350, the undersigned, Charles E. Johnson, the
chief executive officer of Transpro, Inc. (the "issuer"), does hereby certify
that the report on Form 10-Q accompanying this certification (the "report")
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in
the report fairly presents, in all material respects, the financial condition
and results of operations of the issuer.



/s/ Charles E. Johnson
- -----------------------------
Charles E. Johnson
President and Chief Executive Officer
(chief executive officer)
Transpro, Inc.
October 8, 2004

EX-32.2

                                                                    Exhibit 32.2


                   CERTIFICATION OF PERIODIC FINANCIAL REPORT


         Pursuant to 18 U.S.C. 1350, the undersigned, Richard A. Wisot, the
chief financial officer of Transpro, Inc. (the "issuer"), does hereby certify
that the report on Form 10-Q accompanying this certification (the "report")
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in
the report fairly presents, in all material respects, the financial condition
and results of operations of the issuer.



/s/ Richard A. Wisot
- ---------------------------
Richard A. Wisot
Vice President and Chief Financial Officer
(chief financial officer)
Transpro, Inc.
October 8, 2004