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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1. Name and Address of Reporting Person * HADEED CHARLES P   2. Issuer Name and Ticker or Trading Symbol TRANSCAT INC [TRNS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, CEO and COO (Last) (First) (Middle) C/O TRANSCAT, INC., 35 VANTAGE POINT DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 09/12/2008 (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 09/12/2008   G V 200 D $ 0 92,349 (1) (2) D   Common Stock, $.50 par value 01/14/2009   G V 700 D $ 0 92,048 (3) D   Common Stock, $.50 par value 04/06/2009   A(5) V 33,506 (5) A $ 0 92,531 (4) (5) 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)

$ 2.2

10/28/2006

10/28/2013

Common Stock, $.50 par value

20,000 (6)

20,000 (6)

D

Stock Option (Right to Buy)

$ 2.89

10/18/2007

10/18/2014

Common Stock, $.50 par value

20,000 (6)

20,000 (6)

D

Stock Option (Right to Buy)

$ 4.26

08/16/2008

08/16/2015

Common Stock, $.50 par value

6,103 (6)

6,103 (6)

D

Stock Option (Right to Buy)

$ 5.68

(7)

08/08/2016

Common Stock, $.50 par value

7,042 (7)

7,042 (7)

D

Stock Option (Right to Buy)

$ 5.24

(8)

04/10/2017

Common Stock, $.50 par value

100,000 (8)

100,000 (8)

D

Stock Option (Right to Buy)

$ 7.72

(9)

07/30/2017

Common Stock, $.50 par value

48,128 (9)

48,128 (9)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HADEED CHARLES P C/O TRANSCAT, INC. 35 VANTAGE POINT DRIVE ROCHESTER, NY 14624	X		President, CEO and COO

Signatures

/s/ Charles P. Hadeed		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)	Mr. Hadeed voluntarily reported the grant of a performance-based restricted stock award of 20,000 shares on 5/5/08. The amount of securities beneficially owned by Mr. Hadeed following the grant has been corrected to exclude this performance-based award.
(2)	Includes 459 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan between May 2008 and August 2008.
(3)	Includes 399 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan between September 2008 and December 2008.
(4)	Includes 483 shares acquired under the Transcat, Inc. Employees' Stock Purchase Plan between January 2009 and March 2009.
(5)	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. Hadeed 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. Hadeed following the grant.
(6)	This option was previously reported by Mr. Hadeed.
(7)	This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise this option as follows: 2,348 shares on 8/08/07, 2,347 shares on 8/08/08, and 2,347 shares on 8/08/09.
(8)	This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise this option as follows: 33,334 shares on 4/10/08, 33,333 shares on 4/10/09, and 33,333 shares on 4/10/10.
(9)	This option was previously reported by Mr. Hadeed. Mr. Hadeed can exercise this option as follows: 9,625 shares on 7/30/09, 9,625 shares on 7/30/10 and 28,878 shares on 7/30/11.

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