8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of report (Date of earliest event reported)           January 13, 2005

TransTechnology Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-7872	95-4062211
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
700 Liberty Ave, Union, New Jersey		07083
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code           (908) 688-2440

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On January 13, 2005, the Registrant received written notice (the “Notice”) from the New York Stock Exchange (“NYSE”) that the NYSE Board of Directors’ Regulation, Enforcement and Listing Standards Committee (the “Committee”) had affirmed the decision of NYSE to delist the common stock of the Registrant from the NYSE.

The Notice indicated that the action was based upon the findings of the Committee that the Registrant had violated NYSE Rule 499 and Section 802.00 of the NYSE Listed Company Manual by falling below the NYSE continued listing standards regarding average global market capitalization over a consecutive 30-day trading period of not less than $50 million and total stockholders’ equity of not less than $50 million. In addition, the Notice stated that, after the NYSE accepted a plan for compliance from the Registrant, the Registrant was unable to demonstrate compliance with such continued listing standards within the 18-month plan period mandated by NYSE Rule 499.50 and Section 802.02 of the NYSE Listed Company Manual. The Notice also indicated that the Committee had instructed the staff of the NYSE to submit an application to the SEC to delist the common stock of the Registrant in accordance with Section 12 of the Securities and Exchange Act of 1934 and the rules promulgated thereunder.

In response to the Notice, as of the date of this filing, the Registrant has determined to take the steps necessary to facilitate the trading of its common stock on the Over-the-Counter Bulletin Board (“OTCBB”).

ITEM 7.01 Regulation FD Disclosure.

On January 14, 2005, the Registrant announced in a press release that it has taken steps to ensure that its shares will trade on the OTCBB following its receipt of the Notice that the Committee had affirmed the NYSE’s initial determination that the Registrant’s common stock should be delisted from the NYSE. The NYSE will suspend trading in the Registrant’s common stock at the closing of trading on January 20, 2005.

The press release is attached hereto as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit		Description
	99.1	Press Release of the Registrant issued January 14, 2005.

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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 hereunto duly authorized.

TRANSTECHNOLOGY CORPORATION
By:	/s/ Joseph F. Spanier
	Joseph F. Spanier, Vice President, Chief Financial Officer and Treasurer

Date: January 18, 2005

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE DISTRIBUTION

Contact:  Robert L. G. White
President and CEO
Phone: 908/206-3700

TRANSTECHNOLOGY SHARES TO BE TRADED ON OTCBB FOLLOWING NYSE DELISTING ACTION

UNION, NEW JERSEY – January 14, 2005 – TransTechnology Corporation (NYSE: TT) announced today that it has received notification from the New York Stock Exchange that an NYSE Board Committee has reaffirmed the previously announced staff decision to delist the company’s shares of common stock at an appeal hearing held on January 5, 2005. The company has taken steps to ensure that its shares will trade on the Over-the-Counter Bulletin Board (“OTCBB”) and will make a follow-up announcement regarding the Company’s new symbol once determined by the OTCBB.

Robert White, the company’s president and CEO stated, “While we are disappointed by the decision of the NYSE, we have already identified a market maker to facilitate the trading of our shares on the OTCBB. We believe that trading of our shares on the OTCBB will provide an efficient mechanism for our shareholders. Further, we will continue to complete all required SEC filings and disclosures, and we will continue to communicate with our investors as a public company.”

The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (“OTC”) securities. An OTC equity security is generally one not listed on the NYSE or any other national securities exchange. Quotations and trading information for securities quoted through the OTCBB can be accessed via business news and financial websites and through securities brokers. Further information regarding the OTCBB can be found at www.otcbb.com.

700 Liberty Avenue • P.O. Box 3300 • Union • New Jersey 07083
Tel. 908.688.2440 • Fax 908.686.7485 • www.transtechnology.com

TransTechnology Corporation
Press Release January 14, 2005	Page 2 of 2

Trading in the company’s shares on the NYSE will be suspended at the close of the trading day on January 20, 2005. The NYSE has indicated that it may, at any time, suspend a security if it believes that continued dealings in the security on the NYSE are not advisable.

TransTechnology Corporation (http://www.transtechnology.com) operating as Breeze-Eastern (http://www.breeze-eastern.com) is the world’s leading designer and manufacturer of sophisticated lifting devices for military and civilian aircraft, including rescue hoists, cargo hooks, and weapons-lifting systems. The company, which employs approximately 180 people at its facility in Union, New Jersey, reported sales from continuing operations of $64.6 million in the fiscal year ended March 31, 2004.

INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Acts”). Any statements contained herein that are not statements of historical fact are deemed to be forward-looking statements.

The forward-looking statements in this press release are based on current beliefs, estimates and assumptions concerning the operations, future results, and prospects of the Company. As actual operations and results may materially differ from those assumed in forward-looking statements, there is no assurance that forward-looking statements will prove to be accurate. Forward-looking statements are subject to the safe harbors created in the Acts.

Any number of factors could affect future operations and results, including, without limitation, the results of audits and inquiries into the Company’s business practices; the Company’s ability to provide a trading venue for its shares; determination by the Company to dispose of or acquire additional assets; general industry and economic conditions; events impacting the U.S. and world financial markets and economies; interest rate trends; capital requirements; competition from other companies; changes in applicable laws, rules and regulations affecting the Company in the locations in which it conducts its business; the availability of equity and/or debt financing in the amounts and on the terms necessary to support the Company’s future business; and those specific risks that are discussed in the Company’s previously filed Annual Report on Form 10-K for the fiscal year ended March 31, 2004 and on the Form 10-Q for the second quarter ended September 26, 2004.

The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information or future events.

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