September 9, 2004 Stop 0305 BY FACSIMILE [ (203) 865 - 3723 ] and U.S. MAIL Mr. Richard A. Wisot Chief Financial Officer TRANSPRO, INC. 100 Gando Drive New Haven, Connecticut 06513 re: Transpro, Inc. Item 4.01 Form 8-K, filed August 26, 2004 File No. 1-13894 Dear Mr. Wisot: We have reviewed the above referenced filing for compliance with the requirements with respect to the Item 4.01 disclosures of the Form 8-K and have the following comments which request supplemental information and require an amendment to the March 31, 2004 Quarterly Report on Form 10-Q. Please provide the supplemental information within five (5) business days from the date of the date of this letter. Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted in electronic form, under the label "corresp". We may have additional comments upon review of your response. The amendment to the Form 10-Q should be filed immediately. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. September 9, 2004 Mr. Richard A. Wisot Transpro, Inc. Page 2 Item 4.01 of Form 8-K Reportable Condition: Internal Control Weakness 1. We note the disclosure regarding a material weakness related to certain internal controls that is considered to be a reportable condition. Please provide us supplementally, with a copy of all written reports, letters or communications from PricewaterhouseCoopers, LLP to management, the Board of Directors or the audit committee regarding the material weakness in internal controls. 2. Refer to the material weakness related to certain internal controls surrounding the proper reporting period in which to recognize revenue for sales with FOB destination shipping terms. Tell us of the nature and terms of the shipping arrangements and why the restated financial statements now comply with GAAP and SAB 101. March 31, 2004 Quarterly Report on Form 10-Q, As Amended We monitored your March 31, 2004 Form 10-Q, as Amended, solely related to the matter below. 3. Reference is made to the Item 4.01 Form 8-K and the material weakness communicated to you by PricewaterhouseCoopers, LLP. Also, refer to the Item 4 disclosures in your March 31, 2004 Quarterly Report on Form 10-Q, as amended. We note you do not disclose the conclusions about the effectiveness of your disclosure controls and procedures, as required under Item 307(a) of Regulation S-K. The material control weakness disclosed in your Item 4.01 Form 8-K and as duplicated here, appear to indicate you may lack the necessary disclosure controls and procedures, as well as internal controls necessary to provide true and accurate Item 4 disclosures in the Form 10-Q. Also, please note that management may not state that its controls are effective "except" to the extent that certain problems have been identified or express similar qualified conclusions. Rather, management must take those problems into account when concluding whether the controls are effective. If the controls are ineffective, management should state the specific reasons why they are ineffective. Please revise your Item 4 disclosures in the Form 10-Q to comply with Item 307 of Regulation S-K. September 9, 2004 Mr. Richard A. Wisot Transpro, Inc. Page 3 4. Also, disclose any significant changes in internal controls to comply with Item 307(b) of Regulation S-K. We note from the 8-K disclosure that you have implemented process and control improvements. Other We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that * the company is responsible for the adequacy and accuracy of the disclosure in the filings; * staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and * the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing. Closing Any questions concerning the above comments may be directed to the undersigned at (202) 942-1912, or in her absence to Mr. Robert Benton at (202) 942-1811. Sincerely, Beverly A. Singleton Staff Accountant ?? (..continued)