Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Zimmer John J
  2. Issuer Name and Ticker or Trading Symbol
TRANSCAT INC [TRNS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP of Finance and CFO
(Last)
(First)
(Middle)
C/O TRANSCAT, INC., 35 VANTAGE POINT DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2009
(Street)

ROCHESTER, NY 14624
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.50 par value 04/06/2009   A(1)   6,485 (1) A $ 0 4,393 (1) (2) (3) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 5.8               (4) 08/02/2016 Common Stock, $.50 par value 10,000 (4)   10,000 (4) D  
Stock Option (Right to Buy) $ 7.72               (5) 07/30/2017 Common Stock, $.50 par value 30,080 (5)   30,080 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zimmer John J
C/O TRANSCAT, INC.
35 VANTAGE POINT DRIVE
ROCHESTER, NY 14624
      VP of Finance and CFO  

Signatures

 /s/ John J. Zimmer   05/04/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This performance-based restricted stock award was granted under the Transcat, Inc. 2003 Incentive Plan in a transaction exempt under Rule 16b-3. The award vests after three years subject to the company achieving specific cumulative fully-diluted earnings per share objectives over the eligible three-year period ending in fiscal year 2012. At such time, Mr. Zimmer will receive a percentage of the award if the company meets certain pre-determined earnings per share thresholds. Failure to achieve the minimum threshold will result in no shares awarded. Accordingly, the award is not included in the amount of securities beneficially owned by Mr. Zimmer following the grant.
(2) Mr. Zimmer voluntarily reported the grant of a performance-based restricted stock award of 6,000 shares on 5/5/08. The amount of securities beneficially owned by Mr. Zimmer following the grant has been corrected to exclude this performance-based award.
(3) Includes 822 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan between June 2008 and March 2009.
(4) This option was previously reported by Mr. Zimmer. Mr. Zimmer can exercise this option as follows: 3,334 shares on 8/02/07, 3,333 shares on 8/02/08, and 3,333 shares on 8/02/09.
(5) This option was previously reported by Mr. Zimmer. Mr. Zimmer can exercise this option as follows: 6,016 shares on 7/30/09, 6,016 shares on 7/30/10 and 18,048 shares on 7/30/11.

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