<TABLE>
<S> <C>
                     As filed with the Securities and Exchange Commission on August 8, 1995

                                                                                      Registration No. 33-

                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549


                                                     FORM S-8
                                              REGISTRATION STATEMENT
                                                       Under
                                            THE SECURITIES ACT OF 1933


                                                TRANSMATION, INC.
                              (Exact name of Registrant as specified in its charter)

        Ohio                                                                             16-0874418
(State or other jurisdiction of                                                        (I.R.S. Employer
incorporation or organization)                                                        Identification No.)

                                              10 Vantage Point Drive
                                             Rochester, New York 14624
                                                  (716) 352-7777
                             (Address, including zip code, and telephone number,
                                     including area code, of Registrant's
                                           principal executive offices)

                             Transmation, Inc. Employees' Incentive Stock Option Plan
                          Transmation, Inc. Amended and Restated Directors' Warrant Plan
                           Transmation, Inc. Amended and Restated 1993 Stock Option Plan
                                      Transmation, Inc. Directors' Stock Plan
                                 Transmation, Inc. Employees' Stock Purchase Plan
                             Non-Statutory Stock Option Agreement dated March 11, 1993
                                 between Transmation, Inc. and Thomas R. Crumlish
                                              (Full titles of Plans)

                                               Robert G. Klimasewski
                                       President and Chief Executive Officer
                                                 Transmation, Inc.
                                              10 Vantage Point Drive
                                             Rochester, New York 14624
                                                  (716) 352-7777
                             (Name, address, including zip code, and telephone number,
                                    including area code, of agent for service)


                        Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                Proposed                 Proposed
                                                             maximum offer-              maximum
      Title of securities             Amount to be           ing price per          aggregate offering          Amount of
        to be registered               registered               share(1)                 price(1)           registration fee
--------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value                 1,123,100                $6.375                 $7,159,763               $2,469
$.50 per share
--------------------------------------------------------------------------------------------------------------------------------
(1)        Estimated in accordance with Rule 457(c), as of August 4, 1995, solely for the purpose of calculating
           the registration fee.


Pursuant to Rule 416, there are also being registered such additional  shares of
Common Stock as may become issuable pursuant to anti-dilution provisions of each
of the Plans.
</TABLE>



<PAGE>



                                              PART II

                        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Certain Documents by Reference

        The  following  documents of the  Registrant  previously  filed with the
Securities and Exchange Commission are incorporated herein by reference:

        (a)    the Registrant's Annual Report on Form 10-K for the fiscal year 
               ended March 31, 1995;

        (b)    the description of the Registrant's  Common Stock, par value $.50
               per  share,  contained  in  Item  13 of  Amendment  No.  2 to the
               Registrant's Registration Statement on Form S-1 (Registration No.
               2-27910),  filed with the Securities  and Exchange  Commission on
               February 29, 1968.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement (and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which  deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.        Description of Securities

               Not Applicable.

Item 5.        Interests of Named Experts and Counsel

               Not Applicable.

Item 6.        Indemnification of Directors and Officers

        Article VI of the Registrant's Code of Regulations, as amended, provides
that the  Registrant  shall  indemnify its directors and officers to the fullest
extent authorized by the Ohio General Corporation Law (the "OGCL").

     With respect to indemnification of directors and officers,  Section 1701.13
of the OGCL provides that a corporation  may indemnify or agree to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  other than an action by or in the
right of the  corporation,  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding,  if he acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  Under this  provision of
the OGCL, the termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

        Furthermore, the OGCL provides that a corporation may indemnify or agree
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  against expenses, including attorneys' fees actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably  believed to be in
or not  opposed  to the  best  interests  of the  corporation,  except  that  no
indemnification  shall be made in respect of: (i) any claim,  issue or matter as
to which such person  shall have been  adjudged to be liable for  negligence  or
misconduct in the performance of his duty to the corporation  unless and only to
the extent  that the court of common  pleas or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and  reasonably  entitled to indemnity  for such expenses as the court of common
pleas or such other court shall deem proper; or (ii) any action or suit in which
the only  liability  asserted  against a director is  pursuant  to OGCL  Section
1701.95 (relating to unlawful loans, dividends, and distributions of assets).

Item 7.        Exemption from Registration Claimed

               Not applicable.

Item 8.        Exhibits

     Exhibits  filed as part of this  Registration  Statement  are listed on the
Index to Exhibits located at page 5 hereof.

Item 9.        Undertakings

        (a) The undersigned Registrant hereby undertakes (subject to the proviso
contained in Item 512(a) of Regulation S-K):

               (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

<PAGE>


                    (i) to include any prospectus  required by Section  10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
 
                    (ii) to  reflect  in the  prospectus  any  facts  or  events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration Statement;

                    (iii) to include any  material  information  with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
 
              (2) that, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

               (3) to  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers,  controlling persons of
the  Registrant  pursuant to the  provisions  described  under Item 6 above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudications of such issue.

<PAGE>
<TABLE>

                                      SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Rochester,  State of New  York,  on this 8th day of
August, 1995.
<S> <C>
                                                             TRANSMATION, INC.


                                                         By: /s/ Robert G. Klimasewski
                                                             Robert G. Klimasewski
                                                             President and Chief Executive Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

      Signature                                           Title                                  Date

                                                    President, Chief Executive               August 8, 1995
 /s/ Robert G. Klimasewski                          Officer and Director                     
Robert G. Klimasewski                               (Principal Executive
                                                    Officer)

                                                    Vice President, Finance                  August 8, 1995
 /s/ John A. Misiaszek                              (Principal Financial Officer             
John A. Misiaszek                                   and Principal Accounting
                                                    Officer)

_______________________                                                                                         
William J. Berk                                     Director                                 August 8, 1995

_______________________                                                                                     
Angelo J. Chiarella                                 Director                                 August 8, 1995

 /s/ Gerald R. Katz                                 Director                                 August 8, 1995
Gerald R. Katz

 /s/ Cornelius J. Murphy                            Director                                 August 8, 1995
Cornelius J. Murphy

 /s/ John W. Oberlies                               Director                                 August 8, 1995
John W. Oberlies

____________________                                Director                                 August 8, 1995
Harvey J. Palmer

_____________________                               Director                                 August 8, 1995
Arthur M. Richardson

/s/ Philip P. Schulp                               Director                                 August 8, 1995
Philip P. Schulp
</TABLE>
<PAGE>
                                                 INDEX TO EXHIBITS


(4)  Instruments  defining  the  rights  of  security  holders,   including
indentures

        *(a)   Articles of Incorporation of the Registrant, as amended

         (b)   Code of Regulations of the Registrant, as amended (Exhibit 3)1

         (c)   Specimen stock certificate (Exhibit 4)2

         (d)   Revolving   Credit   Agreement   between   the   Registrant   and
               Manufacturers  and Traders Trust Company dated September 13, 1994
               (Exhibit 1)3

*(5)    Opinion of Harter, Secrest & Emery

(15)    Letter re unaudited interim financial information

               Not applicable.

(23)    Consents of Experts and Counsel

        *(a)   Consent of Price Waterhouse LLP

        *(b)   Consent of Harter, Secrest & Emery [contained in Exhibit (5)]

(24)    Power of Attorney

               Not applicable.

(27)    Financial Data Schedule

               Not applicable.

(28)      Information  from  reports  furnished  to State  insurance  regulatory
          authorities

               Not applicable.

(99)    Additional Exhibits

        *(a)   Transmation, Inc. Employees' Incentive Stock Option Plan

        *(b)   Transmation, Inc. Amended and Restated Directors' Warrant Plan

        *(c)   Transmation, Inc. Amended and Restated 1993 Stock Option Plan


         (d)   Transmation, Inc. Directors' Stock Plan (Exhibit 10.1)4

        *(e)   Transmation, Inc. Employees' Stock Purchase Plan


<PAGE>


         (f)   Non-Statutory Stock Option Agreement dated March 11, 1993 between
               Transmation, Inc. and Thomas R. Crumlish (Exhibit 10)5
----------------------------

*       Exhibit filed with this Registration Statement.

1       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference to the Registrant's  Annual Report on Form 10-K for the fiscal
        year ended March 31, 1988. The exhibit  number  contained in parenthesis
        refers to the exhibit number in such Annual Report on Form 10-K.

2       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference to Amendment No. 1 to the Registrant's  Registration Statement
        on Form S-1 (Registration No. 2-27910).  The exhibit number contained in
        parenthesis refers to the exhibit number in such Registration Statement.

3       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference  to the  Registrant's  Quarterly  Report  on Form 10-Q for the
        quarter  ended  September  30,  1984.  The exhibit  number  contained in
        parenthesis  refers to the exhibit  number in such  Quarterly  Report on
        Form 10-Q.

4       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference to the Registrant's  Annual Report on Form 10-K for the fiscal
        year ended March 31, 1995. The exhibit  number  contained in parenthesis
        refers to the exhibit number in such Annual Report on Form 10-K.

5       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference to the Registrant's  Annual Report on Form 10-K for the fiscal
        year ended March 31, 1993. The exhibit  number  contained in parenthesis
        refers to the exhibit number in such Annual Report on Form 10-K.


<PAGE>
                              Exhibit (4)(a)

                            ARTICLES OF INCORPORATION
                                      OF
                               TRANSMATION, INC.

         The undersigned,  a majority of whom are citizens of the United States,
desiring to form a corporation for profit,  under the General Corporation Law of
Ohio, do hereby certify:

         FIRST: The name of the corporation shall be TRANSMATION, INC.

         SECOND:  The  location  of its  principal  office  is to be the City of
Cleveland, Cuyahoga County.

         THIRD: The purposes for which it is formed are:
                  (a) To develop,  plan,  construct,  manufacture,  assemble and
                  market   telemetering,    sequencing,   remote   control   and
                  supervisory equipment, instrumentation, and systems for use by
                  the gas, oil, and other pipeline industries.

                  (b) To manufacture,  produce,  assemble,  develop,  construct,
                  purchase, or otherwise acquire, hold, operate, lease, license,
                  sell, assign, transfer, exchange, or otherwise dispose of, and
                  to invest, trade, import, export, deal in, or deal with goods,
                  wares, merchandise,  machinery,  equipment, and other personal
                  property of every kind and description.

                  (c) To purchase, acquire, hold, mortgage, pledge, hypothecate,
                  loan money upon,  exchange,  sell,  lease,  and otherwise deal
                  with personal and real property,  or any interest therein,  of
                  every kind and description, and wherever situated.

                  (d) To  acquire  all or any  part  of the  stock,  good  will,
                  rights,   property,   and   business   of   any   corporation,
                  association,    partnership,    firm,   trustee,    syndicate,
                  combination,   organization,   other  entity,  or  individual,
                  domestic or foreign,  heretofore  or hereafter  engaged in any
                  business, whether similar to the

<PAGE>

                  business of this corporation or otherwise;  and to pay for the
                  same in cash or in shares or obligations of the corporation or
                  otherwise,  and to hold,  utilize,  enjoy,  and in any  manner
                  dispose of the whole or any part of the rights and property so
                  acquired;   and  to  assume  in   connection   therewith   any
                  liabilities of any such corporation, association, partnership,
                  firm,   trustee,   syndicate,    combination,    organization,
                  individual,  or other  entity,  domestic  or  foreign,  and to
                  conduct  in the  State  of Ohio  and/or  in any  other  state,
                  territory,  locality,  or country the whole or any part of the
                  business  thus   acquired,   provided  such  business  is  not
                  prohibited by the laws of the State of Ohio; and

                  (e) To apply for, obtain,  purchase,  take licenses in respect
                  of,  or  otherwise  acquire,  and to  hold,  own,  use,  grant
                  licenses  in respect  of,  manufacture  under,  sell,  assign,
                  mortgage,  pledge,  or  otherwise  dispose  of:  any  and  all
                  inventions,    devices,   processes,   and   improvements   or
                  modifications  thereof;  any and  all  letters  patent  of the
                  United States or of any other country,  state,  territory,  or
                  locality,  and all rights connected  therewith or appertaining
                  thereunto; any and all copyrights granted by the United States
                  or any other country,  state,  territory, or locality; and any
                  and all  trademarks,  trade names,  trade  symbols,  and other
                  indications  of origin and ownership  granted by or recognized
                  under the laws of the United  States or of any other  country,
                  state, territory, or locality.

                  (f) To  borrow  money  and to make  and  issue  notes,  bonds,
                  debentures,  obligations, and evidences of indebtedness of all
                  kinds,  whether  secured by mortgage,  pledge,  or  otherwise,
                  without  limit  as to  amount;  and  to  secure  the  same  by
                  mortgage, pledge, or otherwise.

                  (g) To make contracts of every kind and character as may be
                  necessary or conducive to the accomplishment of any of the
                  purposes of the corporation.

                  (h) To do everything necessary or conducive to the
                  accomplishment and furtherance of the powers set forth herein.

         The foregoing  objects and purposes  shall be construed both as objects
and powers and shall, except where otherwise expressed,  be in nowise limited or
restricted by reference to or

<PAGE>



inference  from the terms of any other clause in this Article Third or any other
Article  of these  Articles  of  Incorporation,  but the  objects  and  purposes
specified  in each of the  foregoing  clauses  of this  Article  Third  shall be
regarded as  independent  objects and purposes and shall not be held to limit or
restrict  in any  way  the  general  powers  of the  corporation  to do any  act
permitted by the laws of the State of Ohio.

         FOURTH:   The  maximum  number  of  shares  which  the  corporation  is
authorized to have  outstanding is three thousand  (3,000) shares,  all of which
shall be common shares without par value.

         FIFTH:  The amount of capital  with which the  corporation  shall begin
business is Five Hundred Dollars ($500.00).

         SIXTH: The corporation,  through its Board of Directors, shall have the
authority and the power to from time to time  repurchase any of its  outstanding
shares at such  price and upon such  terms as may be  agreed  upon  between  the
corporation and the selling shareholder or shareholders.

         IN WITNESS WHEREOF, we have hereunto subscribed our names this 13th day
of March, 1964.

                                                               TRANSMATION, INC.

                                                         /s/ John C. Little
                                                             John C. Little

                                                         /s/ Arthur V. N. Brooks
                                                             Arthur V. N. Brooks

                                                         /s/ John H. Burlingame
                                                             John H. Burlingame
                                                             (Incorporators)

<PAGE>



                                     CERTIFICATE OF AMENDMENT
                                               TO
                                     ARTICLES OF INCORPORATION
                                               OF
                                        TRANSMATION, INC.

         William  J.  Berk,  President,  and  Arnold  W.  Wehrle,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said corporation entitling them to vote on the proposal
to amend the Amended  Articles of  Incorporation  thereof,  as  contained in the
following  resolution,  was duly called and held on the 15th day of March, 1967,
at which  meeting  a quorum of such  shareholders  was  present  in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that the Articles of  Incorporation of the
                  Corporation  be, and the same hereby are,  amended by deleting
                  in its entirety  Article  FOURTH thereof and inserting in lieu
                  thereof a new Article FOURTH reading as follows:

                           "FOURTH:  The  maximum  number  of  shares  which the
                  corporation is authorized to have outstanding is 6,000, all of
                  which shall be Common Shares  without par value.  No holder of
                  shares of the  corporation  of any class  shall be entitled as
                  such,  as a matter  of right,  to  subscribe  for or  purchase
                  shares of the  corporation,  or to purchase or  subscribe  for
                  securities  convertible into or exchangeable for shares of the
                  corporation,  or to which shall be attached or  appertain  any
                  warrants or rights  entitling the holder  thereof to subscribe
                  for or purchase shares of the corporation,  except such rights
                  of subscription or purchase,  if any, for such  considerations
                  and upon such terms and  conditions  as its Board of Directors
                  from time to time may determine."


<PAGE>



         IN WITNESS  WHEREOF,  said  William J. Berk,  President,  and Arnold W.
Wehrle,  Secretary  of  Transmation,  Inc.,  acting  for and on  behalf  of said
corporation, have hereunto subscribed their names this 15th day of March, 1967.

                                            By /s/ William J. Berk
                                                   William J. Berk, President


                                            By /s/ Arnold W. Wehrle
                                                   Arnold W. Wehrle, Secretary



<PAGE>



                            CERTIFICATE OF AMENDMENT
                                        TO
                            ARTICLES OF INCORPORATION
                                        OF
                                  TRANSMATION, INC.

         William  J.  Berk,  President,  and  Arnold  W.  Wehrle,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said corporation entitling them to vote on the proposal
to amend the Amended  Articles of  Incorporation  thereof,  as  contained in the
following resolution, was duly called and held on the 11th day of October, 1967,
at which  meeting  a quorum of such  shareholders  was  present  in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that the Articles of  Incorporation of the
                  Corporation  be, and the same hereby are,  amended by deleting
                  in its entirety  Article  FOURTH thereof and inserting in lieu
                  thereof a new Article FOURTH reading as follows:

                           "FOURTH:  The  maximum  number  of  shares  which the
                  Corporation  is authorized to have  outstanding  is 1,000,000,
                  all of which  shall be Common  Shares  without  par value.  No
                  holder  of  shares of the  Corporation  of any class  shall be
                  entitled as such,  as a matter of right,  to subscribe  for or
                  purchase  shares  of  the  Corporation,   or  to  purchase  or
                  subscribe for securities  convertible into or exchangeable for
                  shares of the  Corporation,  or to which  shall be attached or
                  appertain any warrants or rights  entitling the holder thereof
                  to subscribe for or purchase shares of the Corporation, except
                  such rights of subscription or if any, for such considerations
                  and upon such terms and  conditions  as its Board of Directors
                  from time to time may determine."




<PAGE>




         IN WITNESS  WHEREOF,  said  William J. Berk,  President,  and Arnold W.
Wehrle,  Secretary  of  Transmation,  Inc.,  acting  for and on  behalf  of said
corporation,  have  hereunto  subscribed  their names this 20th day of February,
1968.

                                               /s/ William J. Berk
                                                   William J. Berk, President

                                               /s/ Arnold W. Wehrle
                                                   Arnold W. Wehrle, Secretary



<PAGE>



                              CERTIFICATE OF AMENDMENT
                                          TO
                              ARTICLES OF INCORPORATION
                                          OF
                                   TRANSMATION, INC.

         William  J.  Berk,  President  and  Arnold  W.  Wehrle,   Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said corporation entitling them to vote on the proposal
to amend the Amended  Articles of  Incorporation  thereof,  as  contained in the
following resolution,  was duly called and held on the l9th day of August, 1969,
at which  meeting  a quorum of such  shareholders  was  present  in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that the Articles of  Incorporation of the
                  Corporation  be, and the same hereby are,  amended by deleting
                  in its entirety  Article  FOURTH thereof and inserting in lieu
                  thereof a new Article FOURTH reading as follows:

                           "FOURTH:  The  maximum  number  of  shares  which the
                  Corporation  is authorized to have  outstanding  is 1,000,000,
                  all of which  shall be Common  Shares  with a par value of One
                  Dollar ($1.00) each. No holder of shares of the Corporation of
                  any class shall be entitled as such, as a matter of right,  to
                  subscribe  for or purchase  shares of the  Corporation,  or to
                  purchase  or  subscribe  for  securities  convertible  into or
                  exchangeable for shares of the Corporation,  or to which shall
                  be attached or appertain any warrants or rights  entitling the
                  holder  thereof to  subscribe  for or  purchase  shares of the
                  Corporation,  except such rights of  subscription or purchase,
                  if any,  for such  considerations  and  upon  such  terms  and
                  conditions  as its  Board of  Directors  from time to time may
                  determine."




<PAGE>




         IN WITNESS  WHEREOF,  said  William J. Berk,  President,  and Arnold W.
Wehrle,  Secretary  of  Transmation,  Inc.,  acting  for and on  behalf  of said
Corporation, have hereunto subscribed their names this 19th day of August, 1969.

                                           /s/ William J. Berk
                                               William J. Berk, President


                                           /s/ Arnold W. Wehrle
                                               Arnold W. Wehrle, Secretary

<PAGE>



                                 CERTIFICATE OF AMENDMENT
                             TO THE ARTICLES OF INCORPORATION
                                             OF
                                       TRANSMATION, INC.

         William  J.  Berk,  President  and  John  A.  Misiaszek,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said corporation entitling them to vote on proposals to
amend the  Amended  Articles  of  Incorporation  thereof,  as  contained  in the
following resolutions, was duly called and held on the 17th day of August, 1976,
and thereat properly  adjourned to September 7, 1976, at which adjourned meeting
a quorum of such shareholders was present in person or by proxy, and that by the
affirmative  vote of the holders of shares  entitled  to exercise  not less than
two-thirds of the voting power of the  corporation  on such proposal (no greater
vote being required by the Articles of Incorporation), the following resolutions
were adopted:

                           RESOLVED,  that the Articles of  Incorporation of the
                  Corporation  be, and the same hereby are,  amended by deleting
                  in its entirety  Article  FOURTH thereof and inserting in lieu
                  thereof a new Article FOURTH,  said new Article FOURTH to read
                  as follows:

                           "FOURTH:  The  maximum  number  of  shares  which the
                  Corporation  is authorized to have  outstanding  is 1,000,000,
                  all of which shall be Common  Shares with a par value of Fifty
                  Cents ($.50) each. No holder of shares of the  Corporation  of
                  any class shall be entitled as such, as a matter of right,  to
                  subscribe  for or purchase  shares of the  Corporation,  or to
                  purchase  or  subscribe  for  securities  convertible  into or
                  exchangeable for shares of the Corporation,  or to which shall
                  be attached or appertain any warrants or rights  entitling the
                  holder  thereof to  subscribe  for or  purchase  shares of the
                  Corporation,  except such rights of  subscription or purchase,
                  if any, for such




<PAGE>



                  considerations and upon such terms and conditions as its Board
                  of Directors from time to time may determine."

                                         * * * * *             

                           RESOLVED,  that the Articles of Incorporation be, and
                  the same hereby are,  amended by adding thereto a new Article,
                  to be known as Article SEVENTH, and to read as follows:


         "SEVENTH:  A. Except as otherwise  expressly provided in Paragraph D of
this  Article  Seventh,  the  affirmative  vote of the  holders of  seventy-five
percent  (75%)  or  more of the  outstanding  shares  of  capital  stock  of the
Corporation entitled to vote thereon, shall be required to authorize:

                  (i)      any merger or consolidation of the Corporation
                           with or into any other corporation, if the
                           transaction would otherwise, by law, require a
                           shareholder vote, or

                  (ii)     any combination with, or majority share
                           acquisition of any corporation, if the transaction
                           would otherwise, by law, require a shareholder
                           vote, or

                  (iii)    any  lease,  sale,  exchange,   transfer,   or  other
                           disposition of all or substantially all of the assets
                           of the Corporation to or with any other  corporation,
                           person, or other entity,

if, as of the record  date of the  determination  of  shareholders  entitled  to
notice thereof and to vote thereon, such other corporation, person, or entity is
the beneficial  owner,  directly or indirectly,  of ten percent (10%) or more of
the  outstanding  shares of capital  stock of the  Corporation  entitled to vote
thereon.  Such affirmative vote shall be required  notwithstanding the fact that
some lesser  percentage  may be  specified by law or in any  agreement  with any
national securities exchange or association of securities dealers.

         B. For the purposes of this Article Seventh,  any corporation,  person,
or other  entity  shall be deemed to be the  beneficial  owner of any  shares of
capital stock of the Corporation (i) which it has the right to acquire  pursuant
to any agreement,  or upon exercise of conversion rights,  warrants, or options,
or  otherwise,  (ii)  which  are  beneficially  owned,  directly  or  indirectly
(including shares deemed owned through  application of clause (i) above), by any
other  corporation,  person,  or  entity  with  which it or its  "affiliate"  or
"associate" (as defined below) has any agreement,  arrangement, or understanding
for the purpose of acquiring,  holding, voting, or disposing of capital stock of
the Corporation or

<PAGE>


which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2
of the General Rules and Regulations  under the Securities  Exchange Act of 1934
as in effect on January 1, 1976. For the purposes of this Article  Seventh,  the
outstanding  shares  of any  class of  capital  stock of the  Corporation  shall
include  shares  deemed owned  through the  application  of clauses (i) and (ii)
above but shall not include any other shares  which may be issuable  pursuant to
any agreement,  or upon exercise of conversion rights,  warrants, or options, or
otherwise.

         C. The Board of Directors of this Corporation  shall have the power and
duty to  determine  for the purposes of this  Article  Seventh,  on the basis of
information  then known to it,  whether (i) any  corporation,  person,  or other
entity  beneficially owns ten percent (10%) or more of the outstanding shares of
capital stock of the  Corporation  entitled to vote generally in the election of
directors, or is an "affiliate" or an "associate" (as defined above) of another,
and (ii) the  memorandum  of  understanding  referred to below is  substantially
consistent with the transaction to which it relates.  Any such  determination by
the Board  shall be  conclusive  and binding  for all  purposes of this  Article
Seventh.

         D. The  provisions  of this Article  Seventh shall not apply to (i) any
merger or  consolidation  of the Corporation  with, or any  combination  with or
majority  shares  acquisition  of,  or  any  sale,  lease,   exchange  or  other
disposition  of any assets of the  Corporation  to, any  corporation  of which a
majority of the  outstanding  shares of all classes of capital stock entitled to
vote thereon,  is owned of record or  beneficially  by the  Corporation  and its
subsidiaries; or (ii) any transaction referred to in Paragraph A of this Article
Seventh if the Board of Directors of the  Corporation  shall by resolution  have
approved a memorandum of understanding  with such other  corporation,  person or
other entity with respect to and substantially  consistent with such transaction
prior to the time such other  corporation,  person,  or other entity becomes the
owner of ten percent (10%) or more of the outstanding shares of capital stock of
the Corporation entitled to vote thereon.

         E.   Notwithstanding   any  other   provisions   of  the   Articles  of
Incorporation or the Code of Regulations of the Corporation (and notwithstanding
the fact that some lesser  percentage  may be  specified by law, the Articles of
Incorporation  or the Code of Regulations of the  Corporation),  the affirmative
vote of the holders of  seventy-five  percent  (75%) or more of the  outstanding
shares of capital  stock of the  Corporation  entitled to vote thereon  shall be
required to amend, alter or repeal this Article Seventh."


<PAGE>




         IN  WITNESS  WHEREOF,  said  William J.  Berk,  President,  and John A.
Misiaszek,  Secretary  of  Transmation,  Inc.,  acting for and on behalf of said
Corporation  have  hereunto  subscribed  their names and caused the seal of said
Corporation to be hereunto fixed this 28th day of September, 1976.

                                    /s/ William J. Berk
                                        William J. Berk, President


                                    /s/ John A. Misiaszek
                                        John A. Misiaszek, Secretary


<PAGE>



                                  CERTIFICATE OF AMENDMENT
                             TO THE ARTICLES OF INCORPORATION
                                             OF
                                      TRANSMATION, INC.

         William  J.  Berk,  President  and  John  A.  Misiaszek,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said  Corporation  entitling them to vote on a proposal
to amend the Amended  Articles of  Incorporation  thereof,  as  contained in the
following resolution,  was duly called and held on the l9th day of August, 1980,
at which  meeting  a quorum of such  shareholders  was  present  in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the Corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that  Article  FOURTH of the  Articles  of
                  Incorporation  of the  Corporation be, and the same hereby is,
                  amended to  increase  the maximum  number of shares  which the
                  Corporation is authorized to have  outstanding  from 1,000,000
                  shares to 3,000,000 shares all of which shall be Common Shares
                  with a par value of Fifty Cents ($.50) each, Article FOURTH as
                  amended to read in its entirety as follows:

                           FOURTH:  The  maximum  number  of  shares  which  the
                  Corporation  is authorized to have  outstanding  is 3,000,000,
                  all of which shall be Common  Shares with a par value of Fifty
                  Cents ($.50) each. No holder of shares of the  Corporation  of
                  any class shall be entitled as such, as a matter of right,  to
                  subscribe  for or purchase  shares of the  Corporation,  or to
                  purchase  or  subscribe  for  securities  convertible  into or
                  exchangeable for shares of the Corporation,  or to which shall
                  be attached or appertain any warrants or rights  entitling the
                  holder  thereof to  subscribe  for or  purchase  shares of the
                  Corporation,  except such rights of  subscription or purchase,
                  if any, for such




<PAGE>



                  considerations and upon such terms and conditions as its Board
                  of Directors from time to time may determine."

         IN  WITNESS  WHEREOF,  said  William  J.  Berk,  President  and John A.
Misiaszek,  Secretary  of  Transmation,  Inc.,  acting for and on behalf of said
Corporation  have  hereunto  subscribed  their names and caused the seal of said
Corporation to be hereunto fixed this l9th day of August, 1980.

                                            /s/ William J. Berk
                                                William J. Berk, President


                                             /s/ John A. Misiaszek
                                                 John A. Misiaszek, Secretary



<PAGE>



                                 CERTIFICATE OF AMENDMENT
                              TO THE ARTICLES OF INCORPORATION
                                           OF
                                     TRANSMATION, INC.

         William  J.  Berk,  President,  and  John A.  Misiaszek,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said  Corporation  entitling them to vote on a proposal
to amend the Amended  Articles of  Incorporation  thereof,  as contained in the
following  resolution,  was duly  called and held on the 18th day of  September,
1984, at which meeting a quorum of such shareholders was present in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the Corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that  Article  FOURTH of the  Articles  of
                  Incorporation  of the  Corporation be, and the same hereby is,
                  amended to  increase  the maximum  number of shares  which the
                  Corporation is authorized to have  outstanding  from 3,000,000
                  shares to 8,000,000 shares all of which shall be Common Shares
                  with a par value of Fifty Cents ($.50) each, Article FOURTH as
                  amended to read in its entirety as follows:

                           FOURTH:  The  maximum  number  of  shares  which  the
                  Corporation  is authorized to have  outstanding  is 8,000,000,
                  all of which shall be Common  Shares with a par value of Fifty
                  Cents ($.50) each. No holder of shares of the  Corporation  of
                  any class shall be entitled as such, as a matter of right,  to
                  subscribe for or purchase  shares of the  Corporation,  or to
                  purchase  or  subscribe  for  securities  convertible  into or
                  exchangeable for shares of the Corporation,  or to which shall
                  be attached or appertain any warrants or rights  entitling the
                  holder  thereof to  subscribe  for or  purchase  shares of the
                  Corporation,  except such rights of  subscription or purchase,
                  if any, for such




<PAGE>



                  considerations and upon such terms and conditions as its Board
                  of Directors from time to time may determine."


         IN  WITNESS  WHEREOF,  said  William J.  Berk,  President,  and John A.
Misiaszek,  Secretary  of  Transmation,  Inc.,  acting for and on behalf of said
Corporation  have  hereunto  subscribed  their names and caused the seal of said
Corporation to be hereunto fixed this 14th day of March, 1985.

                                                   /s/ William J. Berk
                                                       William J. Berk
                                                       President

                                                   /s/ John A. Misiaszek
                                                       John A. Misiaszek
                                                       Secretary


<PAGE>



                      CERTIFICATE OF MERGER
                                 OF

                           TRANSCAT, INC.
             (A Corporation of the State of New York)

                               INTO

                          TRANSMATION, INC.
               (A Corporation of the State of Ohio)


         The Agreement of Merger to which this  Certificate  is attached,  after
having  been duly signed and after  having  been  signed on behalf of  TRANSCAT,
INC., a corporation of the State of New York, was duly adopted pursuant to Title
17,  Section  1701.80 of the Revised Code of Ohio by the  affirmative  vote of a
majority of the Board of Directors of  TRANSMATION,  INC., a corporation  of the
State of Ohio and the surviving  corporation in this Merger  (hereinafter called
the "Surviving Corporation"), at a meeting thereof duly called and held on March
26,  1991,  without  any  vote  having  been  taken by the  shareholders  of the
Surviving Corporation; the Articles and Regulations of the Surviving Corporation
do not require that the Agreement of Merger be adopted by the shareholders or by
the holders of a particular class of shares of the Surviving Corporation.

         The  Agreement  of  Merger  does  not  conflict  with the  Articles  or
Regulations of the Surviving  Corporation and there is no change to the Articles
or  Regulations of the Surviving  Corporation.  The Agreement of Merger does not
authorize any action which apart from the merger would  require  adoption by the
shareholders or by the holders of a particular  class of shares of the Surviving
Corporation.

        The  Surviving  Corporation  is the owner of 100  shares of the  common
stock of said


<PAGE>



TRANSCAT,  INC.  (hereinafter  called  the  "Subsidiary   Corporation"),   which
constitutes  all of each  class  of the  outstanding  shares  of the  Subsidiary
Corporation.

         The merger does not involve the  issuance or transfer by the  Surviving
Corporation  to the  shareholders  of the  Subsidiary  Corporation of any shares
whatsoever of the Surviving Corporation.  There is no change in the directors of
the Surviving  Corporation  that would require action by the  shareholders or by
the holders of a particular class of the Surviving Corporation.

         The Agreement of Merger was adopted by action of the Board of Directors
of the  Surviving  Corporation  pursuant  to Title 17,  Section  1701.80  of the
Revised Code of Ohio, and is the duly adopted agreement and act of the Surviving
Corporation.

         Pursuant to Section 907 of the Business Corporation Law of the State of
New York, no vote of the shareholders of the Subsidiary Corporation was required
to adopt the Agreement of Merger. The approval of the Agreement of Merger by the
Board of Directors of the  Subsidiary  Corporation  constituted  adoption of the
Agreement of Merger by the Subsidiary  Corporation pursuant to and in conformity
with  the  laws of the  State  of New  York,  the  State  under  which  laws the
Subsidiary Corporation was incorporated.

                                          TRANSMATION, INC.

                                           By: /s/ William J. Berk
                                                   William J. Berk
                                                   President

                                           By: /s/ John A. Misiaszek
                                                   John A. Misiaszek
                                                   Secretary


<PAGE>



                                           TRANSCAT, INC.

                                           By: /s/ William J. Berk
                                                   William J. Berk
                                                   Chairman of the Board

                                           By: /s/ John A. Misiaszek
                                                   John A. Misiaszek
                                                   Secretary



<PAGE>



                                                AGREEMENT OF MERGER
                                                      MERGING

                                                  TRANSCAT, INC.
                                     (A Corporation of the State of New York)

                                                       INTO

                                                 TRANSMATION, INC.
                                       (A Corporation of the State of Ohio)


         FIRST:  TRANSMATION,  INC., a corporation  organized and existing under
the laws of the State of Ohio and  owning all of the  outstanding  shares of the
capital stock of TRANSCAT,  INC., a corporation organized and existing under the
laws of the State of New York (hereinafter called the "Subsidiary Corporation"),
and the Subsidiary  Corporation  agree that the Subsidiary  Corporation shall be
and hereby is merged  into  TRANSMATION,  INC.  (hereinafter  called the "Parent
Corporation").  The terms and conditions of said merger  (hereinafter called the
"Merger")  and the mode of  carrying  the same into effect are set forth in this
Agreement of Merger.

         SECOND: The Parent Corporation shall survive the Merger, shall continue
its corporate name and shall continue to be governed by the laws of the State of
Ohio, but the separate corporate  existence of the Subsidiary  Corporation shall
cease forthwith upon the effective date of the Merger.

         THIRD: The parties to this Agreement of Merger are TRANSMATION, INC., a
corporation  organized  on  March  19,  1964  and  existing  under  the  General
Corporation  Laws of the  State of  Ohio,  and  TRANSCAT,  INC.,  a  corporation
organized on September 13, 1985 and existing  under the laws of the State of New
York.




<PAGE>



         FOURTH:           Upon the effective date of the Merger:

               (a) the outstanding shares of the Parent Corporation shall not be
changed in any way by the Merger; and

               (b) no  cash  or  other  consideration  shall  be  paid  for  the
outstanding  shares  of the  Subsidiary  Corporation  in  the  Merger,  and  all
certificates   representing  shares  of  the  Subsidiary  Corporation  shall  be
surrendered and cancelled.

         FIFTH:  The designation and number of outstanding  shares of each class
of capital stock of the Subsidiary Corporation, and the number of shares of each
class owned by the Parent Corporation, are as follows:
<TABLE>
<S> <C>
         Name of                                       Number of Shares                 Number of Shares
         Subsidiary                 Class                 Outstanding                    Owned by Parent

     TRANSCAT, INC.                Common                100 shares                        100 shares
</TABLE>

         SIXTH: The Articles of Incorporation  of the Parent  Corporation  shall
not be amended by the Merger.

        SEVENTH:  The Merger  shall be effective on the date on which the latest
of the following  events shall occur:  (a) the filing of a Certificate of Merger
by the  Secretary  of  State  of the  State of  Ohio,  and (b) the  filing  of a
Certificate  of Merger by the  Department of State of the State of New York, and
(c) the filing of the consent of the New York State Tax Commission to the Merger
with the Department of State of the State of New York.

         EIGHTH:  The Merger may be abandoned by the Boards of Directors of both
constituent  corporations,  at any time prior to the filing of a Certificate  of
Merger with either the Secretary of State of the State of Ohio or the Department
of State of the State of New York.
<PAGE>
        NINTH:  This  Agreement  of Merger  was duly  approved  by the Boards of
Directors of each of the constituent corporations,  and duly adopted pursuant to
Section 1701.80 of the Revised Code of Ohio as the act of TRANSMATION, INC., and
duly adopted by TRANSCAT, INC. in compliance with the provisions of the Business
Corporation  Law of the State of New York,  and the Merger is  permitted  by the
laws of the State of Ohio and the laws of the State of New York.

        IN  WITNESS  WHEREOF,  TRANSMATION,   INC.,  an  Ohio  corporation,  and
TRANSCAT,  INC., a New York corporation,  the corporations which are the parties
to this  Agreement  of Merger,  pursuant  to the  authority  duly given by their
respective  Boards of  Directors,  have  caused this  Agreement  of Merger to be
executed in their respective corporate names by the President or Chairman of the
Board, and by the Secretary, of each of the constituent  corporations,  and the
corporate seals to be affixed on this 26th day of March, l991.

                                                      TRANSMATION, INC.

                                                       By: /s/ William J. Berk
                                                               William J. Berk
                                                               President

                                                       By: /s/ John A. Misiaszek
                                                               John A. Misiaszek
                                                               Secretary


                                                   TRANSCAT, INC.

                                                   By: /s/ William J. Berk
                                                           William J. Berk
                                                           Chairman of the Board

                                                    By: /s/ John A. Misiaszek
                                                            John A. Misiaszek
                                                            Secretary




<PAGE>

                                                                     Exhibit (5)




                                                                  August 8, 1995



Transmation, Inc.
10 Vantage Point Drive
Rochester, NY  14624

        Re:    Transmation, Inc.
               Registration Statement on Form S-8

Ladies and Gentlemen:

        You have  requested  our opinion in  connection  with your  Registration
Statement  on Form S-8,  filed this date under the  Securities  Act of 1933,  as
amended,   with  the  Securities  and  Exchange  Commission  (the  "Registration
Statement"),  in respect of an aggregate of  1,123,100  authorized  and unissued
shares of the Common Stock,  par value $.50 per share (the "Common  Stock"),  of
Transmation, Inc. (the "Corporation"), which may be issued as follows:

        a. upon  exercise,  after the date  hereof,  of  options  heretofore  or
hereafter  granted under the  Transmation,  Inc. Amended and Restated 1993 Stock
Option Plan;

        b. upon exercise,  after the date hereof, of options  heretofore granted
under the Transmation, Inc. Employees' Incentive Stock Option Plan;

        c. upon exercise,  after the date hereof, of options  heretofore granted
under the Non- Statutory Stock Option Agreement dated March 11, 1993 between the
Corporation and Thomas R. Crumlish;

        d. upon  exercise,  after the date  hereof,  of warrants  heretofore  or
hereafter  granted under the Transmation,  Inc. Amended and Restated  Directors'
Warrant Plan;

        e.  pursuant  to  awards  made,   after  the  date  hereof,   under  the
Transmation, Inc. Directors' Stock Plan; or

        f.     pursuant to the Transmation, Inc. Employees' Stock Purchase Plan

 (all such documents are herein collectively referred to as the "Plans").

        We have examined the following  corporate records and proceedings of the
Corporation in connection with the preparation of this opinion:  its Articles of
Incorporation, as amended to date; its Code of Regulations as currently in force
and  effect;  its  Minute  Books,   containing  minutes  and  records  of  other
proceedings of its shareholders, its Board of Directors and the Compensation and
Benefits  Committee and Stock Option  Committee of the Board of Directors,  from
the date of incorporation to the date hereof; the Plans; the Registration


<PAGE>


Transmation, Inc.
August 8, 1995
Page 2



Statement;  applicable  provisions  of the laws of the  State of Ohio;  and such
other documents and matters as we deemed necessary.

        In rendering this opinion,  we have made such  examination of laws as we
have deemed relevant for the purposes  hereof.  As to various  questions of fact
material  to  this  opinion,   we  have  relied  upon   representations   and/or
certificates of officers of the  Corporation,  certificates and documents issued
by public officials and authorities,  and information received from searchers of
public records.

        Based upon and in reliance on the foregoing, we are of the opinion that:

               1. The  Corporation  has been duly  incorporated  and is  validly
existing under the laws of the State of Ohio.

               2. The  Corporation  has the  authority  to issue an aggregate of
1,123,100 shares of Common Stock pursuant to the terms of the Plans.

               3.  The  shares  of  Common  Stock to be  issued  and sold by the
Corporation  will,  when sold and paid for in accordance  with the provisions of
the respective  Plans,  and the respective  stock option  agreements and warrant
agreements  pursuant to which  options and warrants are granted under certain of
the Plans, be validly authorized and legally issued and outstanding,  fully paid
and non-assessable.

        We hereby consent to be named in the Registration Statement as attorneys
passing  upon legal  matters in  connection  with the  issuance  and sale of the
1,123,100 shares of Common Stock covered  thereby,  and we hereby consent to the
filing of this opinion as Exhibit (5) to the Registration Statement.

                                             Very truly yours,

                                            /s/ HARTER, SECREST & EMERY


<PAGE>


                                                                 Exhibit (23)(a)


                   CONSENT OF INDEPENDENT ACCOUNTANTS


         We consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8  of our report  dated May 26,  1995 with  respect to the
financial statements  (including schedule thereto) of Transmation,  Inc. for the
three years ended March 31, 1995,  appearing on page 16 of the Annual  Report on
Form 10-K of Transmation, Inc.





/s/ PRICE WATERHOUSE LLP

Rochester, New York
August 8, 1995


<PAGE>

                                                           Exhibit (99)(a)


                                 AMENDMENT NO. 2 TO THE
                                    TRANSMATION, INC.
                        EMPLOYEES' INCENTIVE STOCK OPTION PLAN


        WHEREAS,  Transmation,  Inc., an Ohio corporation  (the "Company"),  has
established the Transmation,  Inc. Employees' Incentive Stock Option Plan, which
became effective on August 18, 1981 (the "Option Plan"); and

        WHEREAS,  on August 21, 1984 the shareholders of the Company authorized,
approved  and adopted the first  amendment to the Option  Plan,  increasing  the
number of shares of the Company's  Common Stock available for issuance under the
Option Plan from 200,000 shares to 300,000 shares; and

        WHEREAS,  on August 21, 1990 the Board of  Directors  of the Company has
authorized,  approved  and adopted the further  amendment to the Option Plan set
forth herein;

        NOW,  THEREFORE,  the Option Plan is hereby amended  further,  effective
August 21, 1990, as follows:

         1. A new Section 17 is hereby added to the Option Plan,  to provide in
its entirety as follows:

               "17. Definition of Fair Market Value.  As used in this Plan,  the
                    term `fair  market  value' of the Shares shall mean the last
                    transaction  price of the  Shares  for the date in  question
                    quoted by NASDAQ."

        2.  Except as amended  hereby,  and except as  heretofore  amended,  the
Option Plan shall remain in full force and effect in accordance with its terms.

        This Amendment No. 2 to the  Transmation,  Inc.  Employees'  Incentive
Stock Option Plan was authorized, approved and adopted by the Board of Directors
of Transmation, Inc. on August 21, 1990.


                                            /s/ John A. Misiaszek
                                                John A. Misiaszek, Secretary




<PAGE>



                              TRANSMATION, INC.
                     EMPLOYEES' INCENTIVE STOCK OPTION PLAN


        1. Purpose.  TRANSMATION,  INC.  EMPLOYEES'  INCENTIVE STOCK OPTION PLAN
(hereinafter  referred  to as the  "Plan") is  designed  to  furnish  additional
incentive to key employees of TRANSMATION,  INC. (hereinafter referred to as the
"Company"),  upon whose  efforts the  successful  conduct of the business of the
Company  largely  depends,  by  encouraging  such key  employees  to  acquire  a
proprietary  interest in the Company or to increase the same.  This purpose will
be effected  through the granting of options to purchase the common stock of the
Company which will be "incentive  stock  options"  within the meaning of Section
422A of the  Internal  Revenue  Code of 1954,  as amended  to date  (hereinafter
referred to as the "Internal Revenue Code").

        2. Eligibility.  The persons eligible to receive options under this Plan
shall be such key employees of the Company as the Stock Option  Committee of the
Board of Directors of the Company (hereinafter  referred to as the "Stock Option
Committee")  shall  select from time to time.  Directors  who are not  otherwise
officers or  employees of the Company  shall not be eligible to receive  options
under the Plan.  All  references  in this Plan to employees of the Company shall
include employees of any parent or subsidiary of the Company, as those terms are
defined in Section 425 of the Internal Revenue Code.

        3. Stock  Subject to  Options.  Subject to the  provisions  of Section 9
hereof,  options may be granted  under the Plan to purchase in the aggregate not
more than  100,000  shares of the $0.50 par value  common  stock of the  Company
(hereinafter  referred to as "Shares"),  which Shares may, in the  discretion of
the Stock Option Committee, consist either in whole or in part of authorized but
unissued Shares or Shares held in the treasury of the Company.

 


<PAGE>



Any Shares  subject to an option which for any reason  expires or is  terminated
unexercised  as to such Shares shall  continue to be available for options under
the Plan.

        4. Annual Limitation.  The aggregate fair market value (determined as of
the time the option is  granted)  of the Shares  for which any  employee  may be
granted  options in any calendar year (under all incentive stock option plans of
the Company, any parent and any subsidiaries) shall not exceed $100,000 plus any
unused limit carryover to such year, as computed under Section 422A(c)(4) of the
Internal Revenue Code.

        5. Terms and  Conditions  of Options.  Each option  granted by the Stock
Option  Committee  pursuant to this Plan shall be  evidenced  by a stock  option
agreement  containing  provisions  consistent  with the Plan,  including  in the
discretion of the Stock Option  Committee,  a waiting period following the grant
of the option  during which all or any part may not be  exercised.  The right of
the Company to terminate  the  employment  of the optionee at any time,  with or
without cause,  shall in no way be restricted by such  agreement.  Options shall
further be subject to the following terms and conditions:

               (a) Price.  Each option shall state the number of Shares  subject
        to the  option and the option  price,  which  shall be not less than the
        fair  market  value of the  Shares  with  respect to which the option is
        granted  at the time of the  granting  of the  option.  If an  option is
        granted  to any person who  would,  after the grant of such  option,  be
        deemed to own stock  possessing  more than ten (10) percent of the total
        combined  voting  power of all  classes  of stock of the  Company or its
        parent  or  subsidiary  (hereinafter  referred  to  as  a  "Ten  Percent
        Shareholder"),  the option  price shall be not less than one hundred ten
        (110) percent of the fair market value of the Shares with

  


<PAGE>



        respect to which the option is  granted at the time of the  granting  of
        the option to the Ten Percent Shareholder.

               (b) Term.  The term of each  option  shall be  determined  by the
        Stock Option  Committee,  but in no event shall an option be exercisable
        either in whole or in part after the  expiration  of ten (10) years from
        the date on which it is granted.  In no event shall an option granted to
        a Ten  Percent  Shareholder  be  exercisable  either in whole or in part
        after  the  expiration  of five (5)  years  from the date on which it is
        granted.  The Stock Option  Committee and an optionee may at any time by
        mutual agreement terminate any option granted to such optionee under the
        Plan.
 
              (c) Exercise.  Each option, or any installment thereof,  shall be
        exercised,  whether in whole or in part, by giving written notice to the
        Company  at its  principal  office,  specifying  the  number  of  Shares
        purchased  and the purchase  price being paid,  and  accompanied  by the
        payment  of the  purchase  price.  An  optionee  may pay for the  Shares
        subject  to the  option  with cash,  a  certified  check or a bank check
        payable to the order of the Company.  Alternatively,  he may pay for the
        Shares,  in whole or in part, by the delivery of Shares already owned by
        him which will be  accepted  in  exchange  at their value on the date of
        exercise. Certificates representing the Shares purchased by the optionee
        shall be issued as soon as  practicable  after the optionee has complied
        with the  provisions  hereof.  No option may be exercised in whole or in
        part  while  there  is  outstanding   (within  the  meaning  of  Section
        422A(c)(7) of the Internal  Revenue Code) any incentive stock option (as
        defined in Section 422A of the Internal  Revenue Code) which was granted
        to the optionee prior to the grant of such option, to purchase stock



<PAGE>



in the Company,  its parent or  subsidiary  (at the time of the granting of
such option) or a predecessor corporation of any of such corporations.
 
        6. Non-Assignment.  During the lifetime of the optionee,  options issued
hereunder  shall be  exercisable  only by him and  shall  not be  assignable  or
transferable  by him,  whether  voluntarily or by operation of law or otherwise,
and no other person shall acquire any rights therein.

        7. Death of Optionee.  In the event that an optionee  shall die while he
is an employee of the Company (or within three (3) months after the  termination
of such employment) and prior to the complete exercise of options granted to him
under the Plan, any such  remaining  option may be exercised in whole or in part
within one (1) year after the date of the optionee's death and then only: (i) by
the  optionee's  estate or by or on behalf of such person or persons to whom the
optionee's  rights pass under his Will or the laws of descent and  distribution,
(ii) to the extent that the  optionee  was  entitled  to exercise  the option or
right at the date of his death, and (iii) prior to the expiration of the term of
the option.

        8. Termination of Employment. An option shall be exercisable, during the
lifetime of the employee to whom it is granted,  only while he is an employee of
the Company and has been an employee continuously since the grant of the option,
or  within  three  (3)  months  after  the date on which he ceases to be such an
employee,  to the extent that he would have been entitled to exercise the option
at the time of such termination of employment; provided, however, that no option
shall be exercisable after the expiration of the term thereof. In the case of an
employee who is permanently and totally  disabled (within the meaning of Section
105(d)(4) of the Internal Revenue Code), the three-month period described in the
preceding  sentence  shall be one year.  For  purposes  of this  subsection,  an
employment relationship will



<PAGE>



be treated as continuing during the period when an optionee is on military duty,
sick  leave or other bona fide leave of absence if the period of such leave does
not exceed  ninety  (90) days,  or, if longer,  so long as a statute or contract
guarantees  the optionee's  right to  re-employment  with the Company.  When the
period  of  leave  exceeds  ninety  (90)  days  and the  individual's  right  to
re-employment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the ninety-first (91st) day of
such leave.

        9.  Anti-Dilution  Provisions.  The aggregate  number and kind of Shares
available for options under the Plan,  the number and kind of Shares  subject to
any outstanding option and the option price of each outstanding option, shall be
proportionately  adjusted  by the  Stock  Option  Committee  for  any  increase,
decrease or change in the total outstanding Shares of the Company resulting from
a   stock   dividend,   recapitalization,   merger,   consolidation,   split-up,
combination, exchange of Shares or similar transaction (but not by reason of the
issuance  or  purchase  of Shares by the  Company  in  consideration  for money,
services or property).
 
       10.  Rights as a  Shareholder.  The  optionee  shall have no rights as a
Shareholder with respect to the Shares purchased by him pursuant to the exercise
of an option  until the date of the  issuance to him of a  certificate  of stock
representing  such  Shares.  No  adjustment  shall be made for  dividends or for
distributions of any other kind with respect to Shares for which the record date
is prior to the date of the  issuance to the optionee of a  certificate  for the
Shares.

        11.  Investment  Purpose.  Each  written  notice  by which  an  optionee
exercises an option shall contain representations on behalf of the optionee that
he acknowledges that the Company is selling or distributing  Shares to him under
a claim of  exemption  from  registration  under the  Securities  Act of 1933 as
amended (hereinafter referred to as the



<PAGE>



"Act"),  as a transaction not involving any public offering;  that he represents
and warrants that he is acquiring  such Shares with a view to investment and not
with a view to distribution  or resale;  and that he agrees not to make any sale
or other  distribution  or  disposition of such Shares unless (i) a registration
statement with respect to such Shares shall be effective under the Act, together
with proof  satisfactory  to the  Company  that there has been  compliance  with
applicable  state law,  or (ii) the  Company  shall have  received an opinion of
counsel  satisfactory to it that no violation of the Act or applicable state law
will be involved in such transfer.  The Company shall include on any certificate
for Shares issued under the Plan such legend restricting the transfer thereof as
it may deem appropriate to comply with any requirement  established by law or by
the rules of any stock exchange.

        12. Term of the Plan.  The Plan shall take effect on August 18, 1981, if
adopted by the Board of  Directors  of the Company on or before  that date,  and
shall remain in effect until all Shares subject to issuance  hereunder have been
purchased pursuant to options granted under the Plan,  provided that all options
and rights under the Plan must be granted within ten (10) years from the earlier
of the date  that the Plan is  adopted  or the date that it is  approved  by the
shareholders of the Company.

       13.  Amendment and  Termination  of Plan.  The Board of Directors of the
Company, without further approval of the shareholders of the Company, may at any
time  suspend  or  terminate  the Plan or may  amend it from time to time in any
manner;  provided,  however,  that no amendment shall be effective without prior
approval of the  shareholders  of the Company which would (i) except as provided
in Section 9 hereof,  increase the maximum  number of Shares which may be issued
under the Plan, (ii) change the eligibility


<PAGE>



requirements  for  individuals  entitled to receive  options  under the Plan, or
(iii) extend the period for granting options.

        14.  Administration.  The Plan shall be administered by the Stock Option
Committee  and  decisions  of  the  Stock  Option   Committee   concerning   the
interpretation  and  construction of any provisions of the Plan or of any option
granted  pursuant to the Plan shall be final. The Company shall effect the grant
of options under the Plan in  accordance  with the decisions of the Stock Option
Committee,  which  may,  from  time to time,  adopt  rules and  regulations  for
carrying out the Plan. For purposes of the Plan, an option shall be deemed to be
granted  when the  written  agreement  for the same is  signed  on behalf of the
Company by its duly authorized officer or representative. Subject to the express
provisions of the Plan, the Stock Option Committee shall have the authority,  in
its discretion and without  limitation:  to determine the individuals to receive
options,  the times when such individuals shall receive such options, the number
of Shares to be subject to each option,  the term of each option,  the date when
each option shall become exercisable,  whether an option shall be exercisable in
whole or in part in  installments,  the  number of Shares to be  subject to each
installment,  the date each installment  shall become  exercisable,  the term of
each installment and the option price of each option;  to accelerate the date of
exercise  of  any  option  or  installment   thereof;  and  to  make  all  other
determinations necessary or advisable for administering the Plan.

        15.  Reservation of Shares.  The Company shall be under no obligation to
reserve  Shares to fill  options.  The grant of options to  employees  hereunder
shall not be construed to constitute the establishment of a trust of such Shares
and no  particular  Shares  shall be  identified  as optioned  and  reserved for
employees hereunder. The Company shall be deemed to have complied with the terms
of the Plan if, at the time of issuance and delivery pursuant

 

<PAGE>


to the exercise of an option,  it has a sufficient  number of Shares  authorized
and unissued or in its treasury  which may then be  appropriated  and issued for
purposes of the Plan, irrespective of the date when such Shares were authorized.

     16.  Application  of  Proceeds.  The  proceeds of the sale of Shares by the
Company under the Plan will  constitute  general funds of the Company and may be
used by the Company for any purpose.


<PAGE>


                                                                 Exhibit (99)(b)


                                 TRANSMATION, INC.

                 AMENDED AND RESTATED DIRECTORS' WARRANT PLAN


        The Transmation, Inc. Directors' Warrant Plan, effective August 21, 1984
and amended and restated  effective August 15, 1995 (this "Plan") is established
to attract,  retain and  compensate  highly  qualified  individuals  who are not
employees of Transmation,  Inc., an Ohio corporation (the "Company"),  or any of
its subsidiaries,  for their service as members of the Board of Directors of the
Company  (the  "Board of  Directors"),  and to  enable  them to  increase  their
ownership of the Company's  Common Stock,  par value $.50 per share (the "Common
Stock").  As used herein,  the term "Shares" shall mean the Common Stock or such
other securities, if any, as may result from an adjustment under Section 10.

        1.  Eligibility.  Each member of the Board of Directors  (including  any
member elected after the effective date of this Plan) who (a) is not an employee
of the  Company or any of its  subsidiaries  and (b) is a member of the Board of
Directors on a "Grant Date" (as  hereinafter  defined)  (each, a  "Participating
Director"), is eligible to participate in this Plan.

        2. Warrants.  All warrants granted under this Plan ("Warrants") shall be
non-statutory warrants to purchase Shares.

        3. Shares  Available.  Subject to  adjustment as provided by Section 10,
the total  number of Shares  that may be issued  pursuant  to  Warrants  granted
hereunder  shall not exceed  100,000.  Shares  subject to Warrants may be either
authorized but unissued shares or shares that were once issued and  subsequently
reacquired by the Company.  If any Warrant is surrendered  before  exercise,  or
lapses without  exercise,  or for any other reason ceases to be exercisable,  in
whole or in part, the Shares reserved for the unexercised  portion thereof shall
continue to be available for the grant of Warrants hereunder.

        4.     Grants of Warrants.

               (a) Grants of  Warrants.  On each of the  following  dates,  each
Participating  Director  shall  automatically  be granted a Warrant to  purchase
2,000 Shares:  the day next  following  conclusion of the Company's  1995 Annual
Meeting  of  Shareholders  (the  "1995  Grant  Date"),  the day  next  following
conclusion of the Company's 1996 Annual Meeting of Shareholders (the "1996 Grant
Date"),  and the day next  following  conclusion of the  Company's  1997 Annual
Meeting of Shareholders (the "1997 Grant Date") (each, a "Grant Date").

               (b) Election to Decline Warrant. Any Participating  Director may,
by  written  notice  received  by the  Company  prior to the Grant  Date of such
Warrant,  elect to decline a Warrant,  in which case such  Warrant  shall not be
granted to him;  provided,  however,  that at no time shall the  Company  pay or
provide to such Participating Director anything of value in lieu of the declined
Warrant. In addition, any Participating Director may, by written notice received
by the  Company  prior to the  Grant  Date of such  Warrant,  revoke a  previous
election to decline a Warrant.



<PAGE>



               (c)  Expiration  of Warrants.  Subject to earlier  expiration  as
provided by Section 7, each Warrant shall expire on the fifth anniversary of its
Grant Date,  and to the extent any  Warrant  remains  unexercised  on such fifth
anniversary, it shall be forfeited.

        5. Exercise Price.  The price at which each Warrant shall be exercisable
shall be the fair market value per share (the  "Market  Value") of the Shares on
the Grant Date of such Warrant.  For purposes of this Plan,  the Market Value of
the Shares shall be the closing  price of the Shares on the  principal  national
securities  exchange  on which the Shares are then listed or admitted to trading
(if the Shares are then listed or admitted to trading on any national securities
exchange),  and the closing  price shall be the last reported sale price regular
way or, in case no such sale takes place on such date,  the last  reported  sale
price, regular way, so reported on the immediately preceding day on which a sale
takes  place.  If the  Shares  are not then so listed on a  national  securities
exchange,  the Market Value of the Shares on any date shall be the closing price
(the last  reported sale price  regular way) in the  over-the-counter  market as
reported by the National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation System ("Nasdaq"), if the closing price of the Shares is then reported
by Nasdaq.  If the closing  price of the Shares is not then  reported by Nasdaq,
the  Market  Value of the  Shares  on any date  shall be  deemed  to be the mean
between the  representative  closing  bid and asked  prices of the Shares in the
over-the-counter  market as  reported  by  Nasdaq.  If the  Shares are not then
reported  by  Nasdaq,  the  Market  Value of the  Shares on any date shall be as
furnished by any member of the National Association of Securities Dealers,  Inc.
selected from time to time by the Company for that purpose.  If no member of the
National  Association of Securities Dealers,  Inc. furnishes quotes with respect
to the Shares,  the Market Value shall be  determined  by such other  reasonable
method as is adopted by resolution of the Board of Directors.

        6. Vesting.  Subject to prior  expiration as provided by this Plan, each
Warrant shall vest and become  exercisable over a four-year period, as set forth
in this Section 6.

               (a) Warrants  Granted on 1995 Grant Date. Each Warrant granted on
the 1995 Grant Date shall vest and become exercisable as follows:

                      (i) a Warrant to purchase  500 Shares  shall first  become
               exercisable  on the date,  if any,  after the 1995  Grant Date on
               which the Market  Value of the Common Stock shall have equaled or
               exceeded  $7.00 per share  for any 20 of 30  consecutive  trading
               days;

                      (ii) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1996 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $12.00 per share for any 20 of 30 consecutive
               trading days;

                      (iii) an  additional  Warrant to purchase 500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1997 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $16.00 per share for any 20 of 30 consecutive
               trading days; and


   
<PAGE>



                      (iv) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1998 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days.

               (b) Warrants  Granted on 1996 Grant Date. Each Warrant granted on
the 1996 Grant Date shall vest and become exercisable as follows:

                      (i) a Warrant to purchase  500 Shares  shall first  become
               exercisable  on the date,  if any,  after the 1996  Grant Date on
               which the Market  Value of the Common Stock shall have equaled or
               exceeded  $12.00 per share for any 20 of 30  consecutive  trading
               days;

                      (ii) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1997 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $16.00 per share for any 20 of 30 consecutive
               trading days;

                      (iii) an  additional  Warrant to purchase 500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1998 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days; and

                      (iv) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1999 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days.

               (c) Warrants  Granted on 1997 Grant Date. Each Warrant granted on
the 1997 Grant Date shall vest and become exercisable as follows:
 
                     (i) a Warrant to purchase  500 Shares  shall first  become
               exercisable  on the date,  if any,  after the 1997  Grant Date on
               which the Market  Value of the Common Stock shall have equaled or
               exceeded  $16.00 per share for any 20 of 30  consecutive  trading
               days;

                      (ii) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1998 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days;

                      (iii) an  additional  Warrant to purchase 500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1999 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days; and


 
<PAGE>



                      (iv) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               2000 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days.

        7.     Early Expiration of Warrants.

               (a)  Cessation  of  Service.  Upon  a  Participating   Director's
cessation of service as a member of the Board of Directors  for any reason other
than his  death,  all  outstanding  Warrants  then held by him  (whether  or not
currently  exercisable) shall, on the date of such cessation of service,  expire
and be of no further force or effect.

               (b)  Death.  Upon the  death of a  Participating  Director  while
serving as a member of the Board of Directors,  only those Warrants (or portions
thereof) that have vested by the date of death shall  thereafter be  exercisable
by his legal representative,  and such Warrants must be exercised within 90 days
after the date of death (but in no event after the  expiration  of the Warrant),
whereupon all such Warrants shall expire and be of no further force or effect.

        8. Loss of Eligibility.  If a Participating Director becomes an employee
of the Company or any of its subsidiaries,  then all Warrants already granted to
him hereunder shall continue in full force and effect,  in accordance with their
original  terms,  for so long as he remains a member of the Board of  Directors,
but he shall be entitled to no further grants of Warrants hereunder.

        9. Method of Exercise. A Warrant shall be exercised by written notice to
the  Company  specifying  the  number  of  whole  Shares  to  be  purchased  and
accompanied by full payment,  in cash, for such Shares. A Warrant, to the extent
otherwise  exercisable,  may be exercised in whole or in part,  provided that no
Warrant may be exercised for less than one whole Share.  Upon  determining  that
compliance  with  this  Plan  has  occurred,   including  compliance  with  such
reasonable  requirements  as the Company may impose  pursuant to Section 11, the
Company shall issue certificates for the Shares purchased.

        10.    Adjustment Provisions.  In the event (but only in the event) 
that:

               (a) in connection with a merger or  consolidation  of the Company
        or a sale by the Company of all or a part of its assets, the outstanding
        Shares are exchanged for a different  number or class of shares of stock
        or other securities of the Company,  or for shares of the stock or other
        securities of any other entity; or

               (b) new,  different or additional  shares or other  securities of
         the Company or of another entity are received by the holders of
         Shares; or

               (c) any  dividend  in the form of stock is paid to the holders of
         Shares, or any stock split or reverse split pertaining to the Shares is
         effected;


<PAGE>



then appropriate adjustments shall be made to:

               (i) the number and kind of shares or other securities that may be
        issued upon exercise of Warrants not yet granted  (including the numbers
        of shares set forth in Sections 3 and 4(a));

               (ii) the  exercise  price per share to be paid upon  exercise  of
         each outstanding Warrant; and

               (iii) the number and kind of shares or other  securities  covered
        by each outstanding Warrant.

        11. Taxes; Compliance with Laws.

               (a) Taxes.  The Company,  if necessary or  desirable,  may pay or
withhold the amount of any tax attributable to any Shares deliverable under this
Plan,  and the Company  may defer  making  delivery  until it is  reimbursed  or
indemnified to its satisfaction for that tax.

               (b)  Securities  Laws   Compliance.   Each  grant  of  a  Warrant
hereunder,  and (unless a Registration Statement with respect thereto shall then
be effective under the Securities Act of 1933, as amended (the "1933 Act")) each
issuance of Shares upon  exercise of a Warrant,  shall be  conditioned  upon the
Company's prior receipt of a duly executed letter of investment  intent, in form
and content  satisfactory to counsel for the Company, of the Warrant holder that
such Warrant and such Shares are being  acquired by such Warrant  holder  solely
for  investment  and not with a view to,  or for sale in  connection  with,  any
distribution thereof, nor with any present intention of selling, transferring or
disposing of the same.  Any Shares  acquired by the Warrant holder upon exercise
of the  Warrant  may not  thereafter  be  offered  for sale,  sold or  otherwise
transferred unless (i) a Registration  Statement with respect thereto shall then
be effective  under the 1933 Act, and the Company shall have been furnished with
proof  satisfactory  to it that such Warrant holder has complied with applicable
state  securities  laws,  or (ii) the Company  shall have received an opinion of
counsel in form and substance  satisfactory  to counsel for the Company that the
proposed  offer for sale,  sale or  transfer  is  exempt  from the  registration
requirements  of the 1933 Act and the Shares may  otherwise  be  transferred  in
compliance  with the 1933 Act and in compliance  with any other  applicable law,
including all  applicable  state  securities  laws; and the Company may withhold
transfer,  registration  and  delivery  of  such  securities  until  one  of the
foregoing  conditions shall have been met. Unless a Registration  Statement with
respect  thereto shall then be effective  under the 1933 Act,  each  certificate
representing  Shares issued upon exercise of a Warrant shall bear an appropriate
legend  reflecting the foregoing.  Warrants are  exercisable,  and Shares can be
delivered under this Plan,  only in compliance  with all applicable  federal and
state laws and the rules of all stock  exchanges or trading markets on which the
Shares are listed or traded at any time.  A Warrant  may not be  exercised,  and
Shares may not be issued under any  Warrant,  until the Company has obtained the
necessary  consent or approval  (if any) of every  regulatory  body,  federal or
state, having jurisdiction over such matters as the Company deems advisable.


<PAGE>



        12.   Administration   and  Amendment  of  Plan.   This  Plan  shall  be
administered  by the Board of Directors.  This Plan may be terminated or amended
by the Board of Directors as it deems  advisable;  provided,  however,  that any
amendment  that  changes the timing of the grant of  Warrants,  the  eligibility
requirements for Participating Directors, the method of determining the exercise
price of Warrants,  the vesting schedule or expiration dates of Warrants, or the
number of Shares  subject to Warrants,  shall not be made more  frequently  than
every six months unless otherwise  necessary to comply with the Internal Revenue
Code of 1986, as amended,  the Employee  Retirement Income Security Act of 1974,
as amended, or any regulations thereunder.  In addition, the shareholders of the
Company  must  approve any  amendment  that would  materially  (a)  increase the
benefits  accruing to  Participating  Directors  under this Plan,  (b)  increase
(other than pursuant to Section 10) the number of securities  that may be issued
under  this  Plan,  or  (c)  modify  the  requirements  as  to  eligibility  for
participation  in the Plan.  No  amendment of this Plan may revoke or alter in a
manner adverse to a Participating Director any Warrants then outstanding.

         13.  Non-Transferability.   No  Warrant  granted  under  this  Plan  is
transferable other than by will or the laws of descent and distribution.  During
a Participating Director's lifetime, a Warrant may be exercised only by him.

        14.  No  Additional  Rights.   Except  as  provided  in  this  Plan,  no
Participating  Director  shall  have any claim or right to be  granted a Warrant
under  this Plan.  Neither  this Plan nor any action  taken  hereunder  shall be
construed as giving any person any right to continue to serve as a member of the
Board of Directors. No person, estate or other entity shall have any rights as a
shareholder  of the Company with respect to Shares  subject to Warrants  until a
certificate  for such Shares has been  delivered  to the person  exercising  the
Warrant in accordance with the terms of this Plan.

        15. Warrant  Certificates.  Each Warrant shall be evidenced by a written
warrant  certificate  which sets  forth (a) the number of Shares  subject to the
Warrant,  (b) the exercise price, (c) the vesting  schedule of the Warrant,  (d)
the expiration  date of the Warrant,  and (e) such  additional  provisions,  not
inconsistent with the Plan, as the Board of Directors may prescribe.

         16. Rule 16b-3 Qualification. Some or all of the Warrants granted under
this Plan are  intended  to  qualify  under  Rule  16b-3  promulgated  under the
Securities Exchange Act of 1934, as amended.

         17. In General. As used herein, the masculine pronoun shall include the
feminine  and  the  neuter,  and the  singular  shall  include  the  plural,  as
appropriate  to the  context.  As used  herein,  the term  "Section"  means  the
appropriate Section of this Plan.

         18. Effective Date. This Plan shall become  effective  immediately upon
its due ratification by the shareholders of the Company.


                                                    * * * * * *


<PAGE>



         The foregoing Transmation, Inc. Amended and Restated Directors' Warrant
Plan was duly adopted by the Board of Directors of Transmation,  Inc. on June 6,
1995.


                                               /s/ John A. Misiaszek
                                                   John A. Misiaszek, Secretary



<PAGE>


                                                                 Exhibit (99)(c)


                                   TRANSMATION, INC.

                   AMENDED AND RESTATED 1993 STOCK OPTION PLAN


1.      PURPOSE.

        The Transmation,  Inc. 1993 Stock Option Plan,  effective June 15, 1993,
amended and restated  effective January 17, 1995, and again amended and restated
effective  June 6, 1995 (the  "Plan"),  is designed to create an  incentive  for
executive and other employees of  Transmation,  Inc., an Ohio  corporation (the
"Company"), and its subsidiaries, to remain in the employ of the Company and its
subsidiaries and to contribute to their success by providing the opportunity for
stock  ownership.  The  Company may grant  under the Plan both  incentive  stock
options  within  the  meaning  of  Section  422 of  the  Internal  Revenue  Code
("Incentive  Stock Options") and stock options that do not qualify for treatment
as Incentive Stock Options  ("Nonstatutory  Stock  Options").  Unless  expressly
provided to the  contrary,  all  references  herein to  "Options"  include  both
Incentive Stock Options and Nonstatutory Stock Options.

2.      ADMINISTRATION.

        (a) The Plan shall be  administered  by a committee  (the "Stock  Option
Committee")  comprised of the members of the Compensation and Benefits Committee
of the  Board of  Directors  of the  Company  (the  "Compensation  and  Benefits
Committee"),  which shall be  comprised  of two or more  members of the Board of
Directors of the Company.  The Stock Option Committee shall be a subcommittee of
the Compensation and Benefits Committee.

        (b) Each  member of the Stock  Option  Committee  and each member of the
Compensation  and Benefits  Committee shall be a disinterested  director of the
Company  within  the  meaning  of Rule 16b-3  promulgated  under the  Securities
Exchange Act of 1934, as amended (the  "Exchange  Act"),  and at no time shall a
director serve on the Stock Option  Committee or the  Compensation  and Benefits
Committee if he has been granted or awarded  Options  under the Plan at any time
during  the one year  prior to his  service on such  Committee,  or during  such
service.

        (c) Subject to the express  provisions  of the Plan  (including  without
limitation  the provisions of Section 8(b)),  the Stock Option  Committee  shall
have the authority, in its discretion and without limitation:

               (i) to  determine  the  individuals  to whom Options are granted,
        whether  an Option is  intended  to be an  Incentive  Stock  Option or a
        Nonstatutory  Stock  Option,  the times when such  individuals  shall be
        granted Options,  the number of shares to be subject to each Option, the
        term of each Option, the date when each Option shall become exercisable,
        whether  an  Option  shall  be  exercisable  in  whole  or  in  part  in
        installments,  the number of shares to be  subject to each  installment,
        the date each  installment  shall become  exercisable,  the term of each
        installment, and the option price of each Option; and


<PAGE>



               (ii) to make all other determinations  necessary or advisable for
         administering the Plan;

provided,  however,  that notwithstanding any other provision of the Plan to the
contrary,  all  actions  of  the  Stock  Option  Committee,   including  without
limitation  the  granting  of  Options  under the Plan,  shall be subject to the
approval of the  Compensation and Benefits  Committee,  and any action taken by
the Stock Option  Committee  without such approval shall be null and void and of
no effect.

        (d) The Stock Option  Committee  shall act by majority vote.  Subject to
the  proviso  contained  in  Section  2(c),  the  decision  of the Stock  Option
Committee  on  any  question  concerning  or  involving  the  interpretation  or
administration of the Plan shall, as between the Company and Option holders,  be
final and  conclusive.  The Stock  Option  Committee  and the  Compensation  and
Benefits Committee may consult with counsel, who may be counsel for the Company,
and shall not incur any liability for any action taken in good faith in reliance
upon the advice of counsel.

3.      ELIGIBILITY.

        (a)  Participants  in the Plan  shall be  selected  by the Stock  Option
Committee from among the full-time employees of the Company, including those who
are also directors or officers  thereof.  An employee on leave of absence may be
considered as still in the employ of the Company for purposes of eligibility for
participation  in the Plan.  All  references  in this Plan to  employees  of the
Company shall include  employees of any parent or subsidiary of the Company,  as
those terms are defined in Section 424 of the Internal Revenue Code.

        (b) The right of the  Company  to  terminate  the  employment  of a Plan
participant at any time, with or without cause, shall in no way be restricted by
the existence of the Plan,  any Option  granted  hereunder,  or any stock option
agreement relating thereto.

4.      NUMBER OF SHARES.

        Subject to the  provisions  of Section 5, the total  number of shares of
the Company's common stock, par value $.50 per share (the "Common Stock"), which
may be issued  under  Options  granted  pursuant  to the Plan  shall not  exceed
400,000. Shares subject to the Plan may be either authorized but unissued shares
or shares that were once issued and subsequently  reacquired by the Company. If
any Option is surrendered  before exercise,  or lapses without exercise,  or for
any other reason ceases to be exercisable,  the shares  reserved  therefor shall
continue to be available for the grant of Options under the Plan. The Plan shall
terminate on June 14, 2003, or the earlier  dissolution  of the Company,  and no
Option shall be granted after such date.

<PAGE>



5.      ADJUSTMENT PROVISIONS.

        In the event that:

               (a) in connection with a merger or  consolidation  of the Company
        or a sale by the Company of all or a part of its assets, the outstanding
        shares of Common Stock are exchanged for a different  number or class of
        shares of stock or other securities of the Company, or for shares of the
        stock or other securities of any other entity; or

               (b) new,  different or additional  shares or other  securities of
        the Company or of another  entity are  received by the holders of Common
        Stock, whether by way of recapitalization or otherwise; or

               (c) any  dividend  in the form of stock is made to the holders of
        Common Stock,  or any stock split or reverse split  pertaining to Common
        Stock is effected;

then the Stock Option Committee shall make the appropriate adjustment to:

               (i) the number and kind of shares or other securities that may be
         issued upon exercise of Options yet to be granted;

               (ii) the option price per share to be paid upon  exercise of each
         outstanding Option; and

               (iii) the number and kind of shares or other  securities  covered
         by each outstanding Option.

6.      ANNUAL LIMITATION ON INCENTIVE STOCK OPTIONS.

        The aggregate fair market value (determined as of the date the Option is
granted)  of the  shares  with  respect to which  Incentive  Stock  Options  are
exercisable  for the first time by a grantee during any calendar year (under all
plans of the Company and any parent and  subsidiaries  of the Company) shall not
exceed $100,000.

7.      OPTION PRICE.

        (a) For purposes of the Plan,  the term "Grant Date" shall mean the date
on which the grant of an Option is duly authorized by the Stock Option Committee
and approved by the  Compensation  and Benefits  Committee.  The option price at
which an Option shall be exercisable shall be at least the fair market value per
share of the  Common  Stock on the Grant  Date of such  Option.  However,  if an
Incentive  Stock  Option is granted to any person who would,  after the grant of
such Option, be deemed to own stock possessing more than 10 percent of the total
combined  voting power of all classes of stock of the Company,  or of any parent
or  subsidiary  of the Company (a "Ten Percent  Shareholder"),  the option price
shall be not less than 110  percent  of the fair  market  value per share of the
Common Stock on the Grant Date of such Option.


<PAGE>



        (b) For  purposes of the Plan,  the fair  market  value per share of the
Common Stock on any date ("Fair Market Value") shall be the closing price of the
Common Stock on the principal national  securities  exchange on which the Common
Stock is then listed or admitted to trading,  and the closing price shall be the
last  reported  sale price  regular way or, if no sale takes place on such date,
the average of the closing bid and closing asked prices regular way, as reported
by such  exchange.  If the  Common  Stock is not then so listed or  admitted  to
trading on a national securities  exchange,  then Fair Market Value shall be the
closing price of the Common Stock in the over-the-counter  market as reported by
the National  Association  of  Securities  Dealers  Automated  Quotation  System
("NASDAQ"),  and the closing price shall be the last reported sale price regular
way or, if no sale takes place on such date,  the average of the closing bid and
closing  asked prices  regular  way, as reported by NASDAQ.  If the Common Stock
closing  price is not then  reported by NASDAQ,  then Fair Market Value shall be
the mean between the representative  closing bid and closing asked prices of the
Common Stock in the over-the-counter market as reported by NASDAQ. If the Common
Stock bid and asked  prices are not then  reported  by NASDAQ,  then Fair Market
Value shall be the quote furnished by any member of the National  Association of
Securities  Dealers,  Inc.  selected  from time to time by the  Company for that
purpose. If no member of the National  Association of Securities  Dealers,  Inc.
then furnishes  quotes with respect to the Common Stock,  then Fair Market Value
shall  be  determined  by  resolution  of  the  Company's  Board  of  Directors.
Notwithstanding  the foregoing  provisions of this Section 7(b), if the Board of
Directors  shall at any time  determine  that it is  impracticable  to apply the
foregoing  methods of determining Fair Market Value, then the Board of Directors
is hereby empowered to adopt any other reasonable method for such purpose.

8.      TERM OF OPTIONS; EXERCISABILITY.

        (a)  Subject to the  provisions  of Section  18, the term of each Option
shall be  determined  by the Stock  Option  Committee,  but in no event shall an
Option be exercisable,  either in whole or in part,  after the expiration of ten
years from the Grant Date of such  Option.  Notwithstanding  the  foregoing,  an
Incentive  Stock  Option  granted  to a Ten  Percent  Shareholder  shall  not be
exercisable, either in whole or in part, after the expiration of five years from
the Grant Date of such Option.  The Stock Option  Committee and an Option holder
may at any time by mutual  agreement  terminate  any Option  held by such Option
holder.

        (b) Subject to prior  expiration or termination as provided by the Plan,
each Option shall vest and become  exercisable over a four-year  period,  as set
forth in this Section 8(b).

               (i) Each Option,  if any,  granted  during the 1995 calendar year
shall vest and become exercisable as follows:

                      (A)  25  percent  of  the  Option   shall   first   become
               exercisable  on the date,  if any,  after the Grant Date on which
               Fair Market Value shall have equaled or exceeded  $7.00 per share
               for any 20 of 30 consecutive trading days;



<PAGE>



                      (B) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1996 on
               which Fair Market Value shall have equaled or exceeded $12.00 per
               share for any 20 of 30 consecutive trading days;

                      (C) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1997 on
               which Fair Market Value shall have equaled or exceeded $16.00 per
               share for any 20 of 30 consecutive trading days; and

                      (D)  the  balance  of  the  Option   shall  first   become
               exercisable  on the date, if any,  after January 1, 1998 on which
               Fair Market Value shall have equaled or exceeded $20.00 per share
               for any 20 of 30 consecutive trading days.

               (ii) Each Option,  if any,  granted during the 1996 calendar year
shall vest and become exercisable as follows:

                      (A)  25  percent  of  the  Option   shall   first   become
               exercisable  on the date,  if any,  after the Grant Date on which
               Fair Market Value shall have equaled or exceeded $12.00 per share
               for any 20 of 30 consecutive trading days;

                      (B) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1997 on
               which Fair Market Value shall have equaled or exceeded $16.00 per
               share for any 20 of 30 consecutive trading days;

                      (C) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1998 on
               which Fair Market Value shall have equaled or exceeded $20.00 per
               share for any 20 of 30 consecutive trading days; and

                      (D)  the  balance  of  the  Option   shall  first   become
               exercisable  on the date, if any,  after January 1, 1999 on which
               Fair Market Value shall have equaled or exceeded $20.00 per share
               for any 20 of 30 consecutive trading days.

               (iii) Each Option,  if any, granted during the 1997 calendar year
shall vest and become exercisable as follows:

                      (A)  25  percent  of  the  Option   shall   first   become
               exercisable  on the date,  if any,  after the Grant Date on which
               Fair Market Value shall have equaled or exceeded $16.00 per share
               for any 20 of 30 consecutive trading days;

                      (B) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1998 on
               which Fair Market Value shall have equaled or exceeded $20.00 per
               share for any 20 of 30 consecutive trading days;

                    (C) an  additional  25  percent of the  Option  shall  first
               become  exercisable on the date, if any, after January 1, 1999 on
               which Fair Market Value shall have equaled or exceeded $20.00 per
               share for any 20 of 30 consecutive trading days; and

                      (D)  the  balance  of  the  Option   shall  first   become
               exercisable  on the date, if any,  after January 1, 2000 on which
               Fair Market Value shall have equaled or exceeded $20.00 per share
               for any 20 of 30 consecutive trading days.

9.      STOCK OPTION AGREEMENTS.

        Each Option shall be evidenced by a written  agreement which sets forth:
(a) the number of shares  subject to the Option;  (b) the option price;  (c) the
vesting schedule of the Option;  (d) the expiration date of the Option;  (e) the
method of  payment on  exercise  of the  Option;  (f)  whether  the Option is an
Incentive Stock Option or a Nonstatutory  Stock Option;  and (g) such additional
provisions,  not  inconsistent  with the Plan, as the Stock Option Committee may
prescribe.

10.     EXERCISE OF OPTIONS.

        (a) Each Option, or any installment thereof, shall be exercised, whether
in whole or in part,  by giving  written  notice to the Company at its principal
office,  specifying the number of shares of Common Stock being purchased and the
purchase  price being paid,  and  accompanied by payment in full of the purchase
price.

        (b) An Option  holder shall pay for the shares  subject to the Option by
one or any  combination  of the  following  methods,  as determined by the Stock
Option Committee on the Grant Date of the Option:  (i) in cash, (ii) by delivery
of shares of Common Stock  already owned by the Option  holder,  or (iii) by the
Company  withholding shares of Common Stock that would otherwise be delivered to
the Option holder upon such  exercise of the Option.  Any shares of Common Stock
that are so  delivered  or withheld  to pay the option  price shall be valued at
Fair Market Value on the date of such Option exercise.

        (c) The  exercise  of an Option  shall be  conditioned  upon the  Option
holder making  arrangements  satisfactory to the Stock Option  Committee for the
payment to the Company of the amount of all taxes  required by any  governmental
authority  to be  withheld  and paid  over by the  Company  to the  governmental
authority on account of the exercise.  The payment of such withholding  taxes to
the Company shall be made by one or any combination of the following methods, as
determined by the Stock Option Committee on the Grant Date of the Option: (i) in
cash, or (ii) by the Company withholding such taxes from any other compensation
owed to the Option holder by the Company or any of its subsidiaries.

11.     NON-ASSIGNMENT.

        Each Option by its terms shall  provide that it is not  transferable  by
the grantee otherwise than by will or the laws of descent and distribution,  and
that during the lifetime of the grantee, it is exercisable only by him.


<PAGE>



12.     DEATH OF GRANTEE.

        In the event that a grantee shall die (i) while he is an employee of the
Company,  or within three months after termination of such employment,  and (ii)
prior to the complete  exercise of Options  granted to him under the Plan,  then
any such remaining  Options with exercise periods  outstanding may be exercised,
in whole or in part,  within one year after the date of the grantee's  death and
then only:

               (a) by the  grantee's  estate  or by such  person(s)  to whom the
        grantee's  rights hereunder shall have passed under his will or the laws
        of descent and distribution;

               (b) to the extent that the grantee was  entitled to exercise  the
         Option on the date of his death,  and subject to all of the  conditions
         on exercise imposed hereby; and

               (c) prior to the expiration of the term of the Option.

13.     TERMINATION OF EMPLOYMENT.

        (a) During the  lifetime of a grantee,  an Option  shall be  exercisable
only  while  he is  an  employee  of  the  Company  and  has  been  an  employee
continuously  since the Grant Date of the Option,  or within  three months after
the date on which he ceases to be such an  employee  for any  reason;  provided,
however,  that in the case of a grantee who is permanently and totally  disabled
(within the meaning of Section  22(e)(3) of the  Internal  Revenue  Code),  such
three-month period shall instead be one year.

        (b) Any Option that is exercisable after  termination of employment,  as
provided  by Section  13(a),  shall be  exercisable  only to the extent that the
grantee  would  have  been  entitled  to  exercise  the  Option  on the  date of
termination of employment; and further, no Option shall be exercisable after the
expiration of the term thereof.

        (c) For purposes of this Section 13, an employment relationship shall be
treated as continuing during the period when a grantee is on military duty, sick
leave or other  bona fide  leave of absence if the period of such leave does not
exceed 90 days or, if longer,  so long as a statute or contract  guarantees  the
grantee's  right to  re-employment  with the  Company.  When the period of leave
exceeds  90  days  and  the  individual's  right  to  re-employment  is  not  so
guaranteed,  the employment  relationship  shall be deemed to have terminated on
the 91st day of such leave.

14.     ADDITIONAL REQUIREMENTS.

        Each  grant of an  Option  under the Plan,  and  (unless a  Registration
Statement with respect  thereto shall then be effective under the Securities Act
of 1933,  as amended (the  "Securities  Act")) each issuance of shares of Common
Stock upon exercise of an Option,  shall be conditioned upon the Company's prior
receipt of a duly  executed  letter of  investment  intent,  in form and content
satisfactory  to counsel for the Company,  of the Option holder that such Option
and such shares are being  acquired by such holder solely for investment and not
with a view to, or for sale in connection  with, any distribution  thereof,  nor
with any present

<PAGE>



intention  of selling,  transferring  or  disposing  of the same.  Any shares of
Common  Stock  acquired  by the  holder  upon  exercise  of the  Option  may not
thereafter  be offered  for sale,  sold or  otherwise  transferred  unless (a) a
Registration  Statement with respect  thereto shall then be effective  under the
Securities   Act,  and  the  Company  shall  have  been   furnished  with  proof
satisfactory  to  it  that  such  holder  has  complied  with  applicable  state
securities laws, or (b) the Company shall have received an opinion of counsel in
form and  substance  satisfactory  to counsel for the Company  that the proposed
offer for sale, sale or transfer is exempt from the registration requirements of
the  Securities  Act and may otherwise be  transferred  in  compliance  with the
Securities Act and in compliance with any other  applicable  law,  including all
applicable  state  securities  laws;  and the  Company  may  withhold  transfer,
registration  and  delivery  of  such  securities  until  one of  the  foregoing
conditions shall have been met.

15.     LISTING AND REGISTRATION.

        The Company,  in its discretion,  may postpone the issuance and delivery
of shares upon any exercise of an Option until completion of such stock exchange
listing,  or registration or other  qualification of such shares under any state
or federal law, rule or regulation, as the Company may consider appropriate; and
may require any person  exercising  an Option to make such  representations  and
furnish such  information  as it considers  appropriate  in connection  with the
issuance of the shares in compliance  with  applicable  law,  including  without
limitation  federal or state laws regulating the sale or issuance of securities.
Notwithstanding  the  foregoing,  the  Company  shall be  under  no  obligation
whatsoever to list,  register or otherwise qualify any shares subject to Options
under the Plan.

16.     RIGHTS AS A SHAREHOLDER.

        No Option holder shall have any rights as a shareholder  with respect to
the shares of Common  Stock  purchased  by him  pursuant  to the  exercise of an
Option until the date of the issuance to him of a stock certificate representing
such shares.  No adjustment shall be made for dividends or for  distributions of
any other kind with  respect to shares for which the record date is prior to the
date of the issuance to the Option holder of a certificate for the shares.

17.     EFFECT OF ACQUISITION, REORGANIZATION OR LIQUIDATION.

        Notwithstanding  any  provision  to the  contrary in this Plan or in any
agreement  evidencing  Options  granted  hereunder,  all Options  with  exercise
periods then currently outstanding shall become immediately  exercisable in full
and  remain   exercisable  until  their  expiration  in  accordance  with  their
respective terms upon the occurrence of either of the following events:

               (a) the first purchase of shares pursuant to a tender or exchange
        offer  which is  intended  to  effect  the  acquisition  of more than 50
        percent  of the  voting  power of the  Company  (other  than a tender or
        exchange offer made by the Company); or



<PAGE>



               (b) approval by the  Company's  shareholders  of: (i) a merger or
        consolidation  of the Company  with or into another  corporation  (other
        than a merger or  consolidation  in which the  Company is the  surviving
        corporation  and  which  does  not  result  in any  reclassification  or
        reorganization  of the  shares),  (ii) a sale or  disposition  of all or
        substantially  all of the Company's  assets, or (iii) a plan of complete
        liquidation or dissolution of the Company.

18.     CONDITIONAL OPTIONS.

        Prior to approval and  ratification  of the Plan by the  shareholders of
the Company,  the Stock Option Committee may grant  "Conditional  Options" under
the Plan.  In addition,  in the event that any  amendment  to the Plan  requires
approval and ratification by the shareholders,  then prior to such approval and
ratification the Stock Option Committee may grant Conditional  Options under the
Plan. Conditional Options may be granted under the Plan only under the following
conditions:   (a)  a  Conditional  Option  shall  be  clearly  identified  as  a
Conditional  Option;  (b) the grant of a  Conditional  Option shall be expressly
conditioned  upon the approval and ratification of the Plan (or of the amendment
to the Plan, as the case may be) by the  shareholders  of the Company;  (c) such
shareholder  approval  and  ratification  shall  occur no later  than the Annual
Meeting of  Shareholders of the Company next following the effective date of the
Plan  (or  of  the  amendment  to the  Plan,  as  the  case  may  be);  and  (d)
not-withstanding  any other  provision of the Plan,  no holder of a  Conditional
Option shall have any right to exercise  such Option prior to such  approval and
ratification  of the Plan (or of the  amendment to the Plan, as the case may be)
by the shareholders.  Notwithstanding  any other provision of the Plan, prior to
approval and  ratification  of the Plan (or of the amendment to the Plan, as the
case may be) by the  shareholders  of the Company,  no holder of a  Condition-al
Option shall have any right to sell,  assign,  transfer,  pledge or encumber the
Conditional Option, or the shares underlying the Conditional  Option,  except by
will or the laws of descent and  distribution  (unless,  in the case of a holder
who is subject to the provisions of Section 16 of the Exchange Act,  transfer by
will or the laws of descent and  distribution  would cause the Option to fail to
satisfy the  requirements of a conditional  option under Rule 16b-3  promulgated
under the Exchange Act). If the  shareholders of the Company fail to approve and
ratify  the  Plan (or the  amendment  to the  Plan,  as the case may be) at such
Annual Meeting of Shareholders,  then all Conditional  Options granted hereunder
conditioned upon such approval and ratification shall be automatically cancelled
and shall immediately become null and void.

19.     AMENDMENT OF PLAN.

        The Plan may be amended at any time by the Board of Directors,  provided
that  (except  for  amendments  made  pursuant to Section 5) no  amendment  made
without the approval and  ratification of the  shareholders of the Company shall
increase the total number of shares  which may be issued under  Options  granted
pursuant to the Plan,  reduce the minimum  option price,  extend the latest date
upon which Options may be granted or shall be  exercisable,  change the class of
employees  eligible  to  be  granted  Options,  reduce  the  Fair  Market  Value
requirements  for  exercisability  set  forth  in  Section  8(b),  or  otherwise
materially increase the benefits accruing to participants under the Plan.


<PAGE>


20.     NO RESERVATION OF SHARES.

        The Company  shall be under no  obligation  to reserve  shares of Common
Stock or other  securities  to satisfy the  exercise  of  Options.  The grant of
Options  hereunder shall not be construed as constituting the establishment of a
trust of such shares,  and no particular  shares shall be identified as optioned
or reserved for issuance  hereunder.  The Company  shall have  complied with the
terms of the Plan if, at the time of its delivery of shares upon the exercise of
any Option,  it has a sufficient  number of shares  authorized and unissued,  or
issued and held in its  treasury,  which may then be  delivered  under the Plan,
irrespective of the date on which such shares were authorized.

21.     APPLICATION OF PROCEEDS.

        The proceeds of the sale of shares of Common Stock by the Company  under
the Plan will  constitute  general  funds of the  Company and may be used by the
Company for any purpose.

22.     RULE 16B-3 QUALIFICATION.

        Some or all of the  Options  granted  under  the  Plan are  intended  to
qualify under Rule 16b-3 promulgated under the Exchange Act.

23.     IN GENERAL.

        (a) As used herein, the masculine pronoun shall include the feminine and
the neuter, as appropriate to the context.

        (b) As used  herein,  the term  "Section"  shall  mean  the  appropriate
Section of the Plan.


                                                     * * * * *


The foregoing Transmation,  Inc. Amended and Restated 1993 Stock Option Plan was
duly adopted by the Board of Directors of Transmation, Inc. on June 6, 1995.

                                           /s/ John A. Misiaszek
                                               John A. Misiaszek, Secretary


<PAGE>

                                                                 Exhibit (99)(e)


                               TRANSMATION, INC.

                          EMPLOYEES' STOCK PURCHASE PLAN


1.      Purpose and Effect of Plan

        The  purpose  of  the  Plan  is  to  secure  for  the  Company  and  its
shareholders  the benefits of the incentive  inherent in the ownership of Common
Stock by  present  and  future  employees  of the  Company  and  certain  of its
subsidiaries.  The Plan is intended to conform with the provisions of Rule 16b-3
promulgated under the Act and the terms of Code section 423.

2.      Definitions

        Where  indicated by initial capital  letters,  the following terms shall
have the following respective meanings:

        (a) Act:  the Securities Exchange Act of 1934, as amended.

        (b) Base  Compensation:  the regular earnings of an Eligible  Employee,
including (if any) overtime, bonuses and salary reduction contributions pursuant
to elections under a plan subject to Code sections 125 or 401(k).

        (c)  Board:  the Board of Directors of the Company.

        (d)  Code:  the  Internal  Revenue  Code of  1986,  as  amended,  or any
subsequently enacted federal revenue law. A reference to a particular section of
the Code shall include a reference to any  regulations  issued under the section
and to the  corresponding  section of any  subsequently  enacted federal revenue
law.

         (e) Committee:  the committee  established  pursuant to Section 4 to be
responsible for the general administration of the Plan.

         (f) Common Stock: the Company's Common Stock, par value $.50 per share.

         (g) Company:   Transmation,   Inc.   and  any   successor  by  merger,
consolidation or otherwise.

         (h) Custodian:  the  custodian  appointed by the Board to maintain the
Investment  Accounts  established in accordance  with Section 9, which custodian
may be the  Company  itself,  any  employee of the Company or any third party so
appointed.

         (i) Designated Subsidiary: each subsidiary of the Company, now owned or
hereafter created or acquired,  which the Board in its sole discretion hereafter
designates as a participating employer under the Plan.

        (j)  Eligible Employee:  any employee of the Company or of any
Designated Subsidiary who meets the eligibility requirements of Section 5.

<PAGE>


         (k)  Enrollment  Form:  the form filed with the  Committee  authorizing
payroll deductions pursuant to Section 6.

        (l) Fair Market Value:  the last reported per share sale price,  regular
way, of the Common  Stock as  reported by Nasdaq on the date in question  or, if
the Common Stock shall not have traded on Nasdaq on such date, the last reported
per share sale price, regular way, so reported on the immediately  preceding day
on which the Common Stock so traded.

         (m) Investment Account:  the account established for each Participating
Employee  to hold  Common  Stock  purchased  under the Plan in  accordance  with
Section 9.

         (n)  Investment  Date:  the last business day of each calendar month on
which shares of Common Stock are or could be traded on Nasdaq.

         (o)  Issuance  Dates:   the  dates  on  or  about  which   certificates
representing  shares of Common Stock held in the  Investment  Accounts  shall be
issued to each Participating Employee. Unless or until changed by the Board, the
Issuance Dates shall be March 31 and September 30 of each year.

        (p)    Nasdaq:  the Nasdaq Stock Market.

         (q)  Participating   Employee:  an  Eligible  Employee  who  elects  to
participate in the Plan by filing an Enrollment  Form in accordance with Section
6.

         (r)  Payroll  Deduction  Account:  the  account  established  for  each
Participating Employee to hold payroll deductions in accordance with Section 6.

         (s) Plan: the Transmation,  Inc.  Employees' Stock Purchase Plan as set
forth herein and as amended from time to time.

         (t) Purchase Price:  the price for each share of Common Stock purchased
under the Plan,  which shall be 85% of the Fair Market Value of the Common Stock
on the applicable Investment Date.

3.      Shares Subject to the Plan

        Subject to the  provisions  of Section 12, the total number of shares of
Common  Stock that may be  purchased  under the Plan  shall not exceed  450,000.
Shares  subject  to the Plan may be either  authorized  but  unissued  shares or
shares that were once issued and subsequently reacquired by the Company.

4.      Administration of the Plan

        (a) The Plan shall be  administered  by the  Committee,  which  shall be
appointed  by the Board and shall be  comprised  of two or more  members  of the
Board.  Each member of the Committee  shall be a  disinterested  director of the
Company within the meaning of


<PAGE>



Rule 16b-3  promulgated  under the Act. The Committee  shall be the Stock Option
Committee  under the  Transmation,  Inc.  Amended and Restated 1993 Stock Option
Plan unless the Board shall appoint another committee to administer the Plan.

        (b) Subject to the express  provisions of the Plan, the Committee  shall
have the  authority to take any and all actions  necessary to implement the Plan
and to interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other  determinations  necessary or advisable in
administering the Plan. All of such  determinations  shall be final and binding
upon all persons.  A quorum of the Committee  shall consist of a majority of its
members  and the  Committee  may act by vote of a majority  of its  members at a
meeting at which a quorum is present,  or without a meeting by a written consent
to the action taken signed by all members of the  Committee.  The  Committee may
request  advice or  assistance or employ such other persons as are necessary for
proper administration of the Plan.

5.      Eligible Employees

        Any employee of the Company or of any  Designated  Subsidiary  (a) whose
customary  employment  is for more than 20 hours per week,  and (b) who has been
employed  for one  year or more,  shall  be an  Eligible  Employee  eligible  to
participate in the Plan.

6.      Election to Participate

        (a) An Eligible Employee may become a Participating  Employee  effective
on the first day of any calendar month  coincident with or following the date he
becomes an Eligible  Employee by filing with the Committee,  in care of the Vice
President-Human  Resources  of  the  Company,  an  Enrollment  Form  authorizing
specified regular payroll  deductions from his Base  Compensation.  Such regular
payroll  deductions shall not exceed 10 percent of his Base Compensation for any
pay period. All such regular payroll deductions shall be credited to the Payroll
Deduction  Account  that  the  Company  has  established  in  the  name  of  the
Participating Employee.

        (b) A Participating  Employee may increase or decrease the amount of his
regular payroll  deduction by filing a new Enrollment Form to be effective as of
the first day of the next following calendar month.

        (c) A Participating Employee may at any time, by filing a new Enrollment
Form so  stating,  withdraw  from  the  Plan  and  cease  to be a  Participating
Employee.  An employee  who has ceased to be a  Participating  Employee  may not
again become a Participating Employee for six months.

        (d) In all cases,  Enrollment Forms must be filed with the Committee, in
care of the Vice  President-Human  Resources of the  Company,  at least ten days
before the beginning of a calendar month to be effective for that month,  unless
a shorter period of time is prescribed by the Committee.  An Enrollment Form not
filed within the prescribed filing period shall be effective on the first day of
the next following calendar month.


<PAGE>



7.      Purchase of Shares

        Each  Participating  Employee  having  eligible  funds  in  his  Payroll
Deduction  Account on an  Investment  Date shall be deemed,  without any further
action,  to have purchased from the Company the number of whole shares of Common
Stock that the eligible funds in his Payroll Deduction Account could purchase at
the  Purchase  Price  on that  Investment  Date.  Under no  circumstances  shall
fractional  shares be  purchased  under the Plan.  All whole shares so purchased
shall be  maintained by the  Custodian,  as provided in Section 9, in a separate
Investment  Account for each  Participating  Employee.  Expenses incurred in the
purchase  of  shares  and the  expenses  of the  Custodian  shall be paid by the
Company.

8.      Limitation on Purchases

        (a) No Participating  Employee may purchase during any one calendar year
under the Plan (or under any other plan qualified under Code section 423) shares
of Common Stock having an aggregate  Fair Market Value  (determined by reference
to the Fair Market  Value on each  Investment  Date) in excess of  $25,000.  The
purpose of this limitation is to comply with Code section 423(b)(8).

        (b) A Participating Employee's Payroll Deduction Account may not be used
to purchase  Common Stock on any  Investment  Date to the extent that after such
purchase the Participating Employee would own (or be considered as owning within
the  meaning of Code  section  424(d)) 5 percent or more of the shares of Common
Stock then  outstanding.  For this purpose,  Common Stock that the Participating
Employee may purchase under any outstanding  option shall be treated as owned by
such  Participating  Employee.  As of the first  Investment  Date on which  this
Section 8(b) limits a Participating Employee's ability to purchase Common Stock,
he shall cease to be a Participating Employee.

9.      Investment Accounts; Stock Certificates

        (a)  The  Custodian  shall  maintain  an  Investment  Account  for  each
Participating  Employee.  All shares purchased under the Plan by a Participating
Employee shall, until the next Issuance Date, be uncertificated  shares credited
to his Investment Account. The Participating Employee (or, if he so indicates on
his Enrollment  Form, the  Participating  Employee jointly with one other person
with right of survivorship) shall have all of the rights of a shareholder of the
Company  with  respect to the shares  held in his  Investment  Account as of the
Investment Date on which such shares were purchased.

        (b) On or about each  Issuance  Date,  the  Custodian  shall  direct the
Company's  transfer  agent to issue in the name of each  Participating  Employee
(or,  if  he  so  indicates  on  his  Enrollment  Form,  in  the  name  of  such
Participating Employee jointly with one other person with right of survivorship)
a stock certificate  representing the whole shares of Common Stock then credited
to his Investment  Account.  Notwithstanding  the foregoing,  if on any Issuance
Date the Company does not have a currently effective  Registration  Statement on
Form S-8 under the  Securities  Act of 1933,  as  amended,  covering  the shares
subject to the Plan,  then the Custodian may postpone the issuance of such stock
certificates until such Registration Statement is effective.

 
<PAGE>




        (c) As a condition  of  participation  in the Plan,  each  Participating
Employee  agrees to notify the Company if he sells or otherwise  disposes of any
Common Stock  purchased by him under the Plan within two years of the Investment
Date on which such shares were purchased.

10.     Termination of Employment; Death

        In the  event  of the  death  or  termination  of  the  employment  of a
Participating  Employee for any reason, or if a Participating Employee ceases to
be such,  then no  further  purchases  of shares  shall be made by him under the
Plan.  In such  event,  the amount  remaining  in the  Participating  Employee's
Payroll  Deduction Account shall be promptly refunded to him (or to his estate),
and on or about the next following  Issuance Date a certificate shall be issued,
as provided in Section 9,  representing  the whole  shares then  credited to his
Investment Account.

11.     Rights Not Transferable

        Except as expressly  provided in Sections 9(b) and 10,  neither  payroll
deductions credited to a Participating Employee's Payroll Deduction Account, nor
any rights with regard to  participation in the Plan, nor the right to be issued
shares of Common  Stock  under the Plan  shall be  transferable  in any way by a
Participating Employee.

12.     Change in Capital Structure

        (a) In the event of a stock  dividend,  stock  split or  combination  of
shares,  recapitalization  or  merger  in which the  Company  is the  surviving
corporation,  or other change in the Company's  capital stock  applicable to all
shareholders  generally,  the  number  and  kind of  shares  of  stock  or other
securities  of the  Company  to be subject to the Plan,  the  maximum  number of
authorized but unissued  shares or other  securities that may be delivered under
the Plan, and other relevant  provisions shall be appropriately  adjusted by the
Committee, whose determination shall be binding on all persons.

        (b) If the  Company is a party to a  consolidation  or a merger in which
the Company is not the surviving corporation,  a transaction that results in the
acquisition of substantially all of the Company's  outstanding stock by a single
person or entity,  or a sale or transfer of  substantially  all of the Company's
assets,  the  Committee  may take such  actions  with respect to the Plan as the
Committee deems appropriate.

        (c) Notwithstanding  anything in the Plan to the contrary, the Committee
may  take  the  foregoing  actions  without  the  consent  of any  Participating
Employee,  and the Committee's  determination shall be conclusive and binding on
all persons for all purposes.

13.     Amendment of the Plan

        The Board may at any time,  or from time to time,  amend the Plan in any
respect;  provided,  however,  that the shareholders of the Company must approve
any  amendment  that would  materially  (a) increase  the  benefits  accruing to
Participating Employees under the


<PAGE>



Plan, (b) increase  (other than pursuant to Section 12) the number of securities
that may be  issued  under  the  Plan,  or (c)  modify  the  requirements  as to
eligibility  for  participation  in  the  Plan.  The  Board's  designation  of a
Designated Subsidiary shall not be deemed to be an amendment of the Plan.

14.     Termination of the Plan

        The Plan and all rights of employees  hereunder to purchase shares shall
terminate:

        (a) on the Investment Date that Participating  Employees become entitled
to  purchase  a number of shares  greater  than the  number of shares  remaining
available for purchase hereunder; or

        (b)    on any date in the discretion of the Board.

In the event that the Plan terminates under the circumstances described in "(a)"
above,  the shares  remaining  available for purchase as of the termination date
shall be purchased  by  Participating  Employees  on a pro rata basis.  Upon any
termination of the Plan, the amounts remaining in each Participating  Employee's
Payroll Deduction Account shall be promptly refunded to him, and on or about the
next  following  Issuance  Date  certificates  shall be issued,  as  provided in
Section 9,  representing  the whole shares then  credited to each  Participating
Employee's Investment Account.

15.     Government and Other Regulations

        The Plan,  and the  grant and  exercise  of  rights to  purchase  shares
hereunder,  and the  Company's  obligation  to sell and deliver  shares upon the
exercise  of rights to  purchase  shares,  shall be  subject  to all  applicable
federal, state and foreign laws, rules and regulations, and to such approvals by
any  regulatory or  government  agency as may, in the opinion of counsel for the
Company, be required.

16.     Effective Date of the Plan

        Subject to due approval of the Plan by the  shareholders of the Company,
the Plan shall become effective on October 1, 1995.

17.     In General

        As used herein, the masculine pronoun shall include the feminine and the
neuter,  and the  singular  shall  include the  plural,  as  appropriate  to the
context.  As used herein,  the capitalized  term "Section" means the appropriate
Section of the Plan.


                                    * * * * *



<PAGE>


         The foregoing Transmation, Inc. Employees' Stock Purchase Plan was duly
adopted by the Board of Directors of Transmation, Inc. on June 6, 1995.


                                             /s/ John A. Misiaszek
                                                 John A. Misiaszek, Secretary
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 149256}]
As filed with the Securities and Exchange Commission on August 8, 1995

                                                                                      Registration No. 33-

                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                     FORM S-8
                                              REGISTRATION STATEMENT
                                                       Under
                                            THE SECURITIES ACT OF 1933

                                                TRANSMATION, INC.
                              (Exact name of Registrant as specified in its charter)

        Ohio                                                                             16-0874418
(State or other jurisdiction of                                                        (I.R.S. Employer
incorporation or organization)                                                        Identification No.)

                                              10 Vantage Point Drive
                                             Rochester, New York 14624
                                                  (716) 352-7777
                             (Address, including zip code, and telephone number,
                                     including area code, of Registrant's
                                           principal executive offices)

                             Transmation, Inc. Employees' Incentive Stock Option Plan
                          Transmation, Inc. Amended and Restated Directors' Warrant Plan
                           Transmation, Inc. Amended and Restated 1993 Stock Option Plan
                                      Transmation, Inc. Directors' Stock Plan
                                 Transmation, Inc. Employees' Stock Purchase Plan
                             Non-Statutory Stock Option Agreement dated March 11, 1993
                                 between Transmation, Inc. and Thomas R. Crumlish
                                              (Full titles of Plans)

                                               Robert G. Klimasewski
                                       President and Chief Executive Officer
                                                 Transmation, Inc.
                                              10 Vantage Point Drive
                                             Rochester, New York 14624
                                                  (716) 352-7777
                             (Name, address, including zip code, and telephone number,
                                    including area code, of agent for service)

                        Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                Proposed                 Proposed
                                                             maximum offer-              maximum
      Title of securities             Amount to be           ing price per          aggregate offering          Amount of
        to be registered               registered               share(1)                 price(1)           registration fee
--------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value                 1,123,100                $6.375                 $7,159,763               $2,469
$.50 per share
--------------------------------------------------------------------------------------------------------------------------------
(1)        Estimated in accordance with Rule 457(c), as of August 4, 1995, solely for the purpose of calculating
           the registration fee.

Pursuant to Rule 416, there are also being registered such additional  shares of
Common Stock as may become issuable pursuant to anti-dilution provisions of each
of the Plans.
PART II

                        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Certain Documents by Reference

        The  following  documents of the  Registrant  previously  filed with the
Securities and Exchange Commission are incorporated herein by reference:

        (a)    the Registrant's Annual Report on Form 10-K for the fiscal year 
               ended March 31, 1995;

        (b)    the description of the Registrant's  Common Stock, par value $.50
               per  share,  contained  in  Item  13 of  Amendment  No.  2 to the
               Registrant's Registration Statement on Form S-1 (Registration No.
               2-27910),  filed with the Securities  and Exchange  Commission on
               February 29, 1968.

        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement (and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which  deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.        Description of Securities

               Not Applicable.

Item 5.        Interests of Named Experts and Counsel

               Not Applicable.

Item 6.        Indemnification of Directors and Officers

        Article VI of the Registrant's Code of Regulations, as amended, provides
that the  Registrant  shall  indemnify its directors and officers to the fullest
extent authorized by the Ohio General Corporation Law (the "OGCL").

     With respect to indemnification of directors and officers,  Section 1701.13
of the OGCL provides that a corporation  may indemnify or agree to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  other than an action by or in the
right of the  corporation,  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding,  if he acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  Under this  provision of
the OGCL, the termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

        Furthermore, the OGCL provides that a corporation may indemnify or agree
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  against expenses, including attorneys' fees actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably  believed to be in
or not  opposed  to the  best  interests  of the  corporation,  except  that  no
indemnification  shall be made in respect of: (i) any claim,  issue or matter as
to which such person  shall have been  adjudged to be liable for  negligence  or
misconduct in the performance of his duty to the corporation  unless and only to
the extent  that the court of common  pleas or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and  reasonably  entitled to indemnity  for such expenses as the court of common
pleas or such other court shall deem proper; or (ii) any action or suit in which
the only  liability  asserted  against a director is  pursuant  to OGCL  Section
1701.95 (relating to unlawful loans, dividends, and distributions of assets).

Item 7.        Exemption from Registration Claimed

               Not applicable.

Item 8.        Exhibits

     Exhibits  filed as part of this  Registration  Statement  are listed on the
Index to Exhibits located at page 5 hereof.

Item 9.        Undertakings

        (a) The undersigned Registrant hereby undertakes (subject to the proviso
contained in Item 512(a) of Regulation S-K):

               (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus  required by Section  10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
 
                    (ii) to  reflect  in the  prospectus  any  facts  or  events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration Statement;

                    (iii) to include any  material  information  with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
 
              (2) that, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

               (3) to  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers,  controlling persons of
the  Registrant  pursuant to the  provisions  described  under Item 6 above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudications of such issue.
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Rochester,  State of New  York,  on this 8th day of
August, 1995.
TRANSMATION, INC.

                                                         By: /s/ Robert G. Klimasewski
                                                             Robert G. Klimasewski
                                                             President and Chief Executive Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

      Signature                                           Title                                  Date

                                                    President, Chief Executive               August 8, 1995
 /s/ Robert G. Klimasewski                          Officer and Director                     
Robert G. Klimasewski                               (Principal Executive
                                                    Officer)

                                                    Vice President, Finance                  August 8, 1995
 /s/ John A. Misiaszek                              (Principal Financial Officer             
John A. Misiaszek                                   and Principal Accounting
                                                    Officer)

_______________________                                                                                         
William J. Berk                                     Director                                 August 8, 1995

_______________________                                                                                     
Angelo J. Chiarella                                 Director                                 August 8, 1995

 /s/ Gerald R. Katz                                 Director                                 August 8, 1995
Gerald R. Katz

 /s/ Cornelius J. Murphy                            Director                                 August 8, 1995
Cornelius J. Murphy

 /s/ John W. Oberlies                               Director                                 August 8, 1995
John W. Oberlies

____________________                                Director                                 August 8, 1995
Harvey J. Palmer

_____________________                               Director                                 August 8, 1995
Arthur M. Richardson

/s/ Philip P. Schulp                               Director                                 August 8, 1995
Philip P. Schulp
INDEX TO EXHIBITS

(4)  Instruments  defining  the  rights  of  security  holders,   including
indentures

        *(a)   Articles of Incorporation of the Registrant, as amended

         (b)   Code of Regulations of the Registrant, as amended (Exhibit 3)1

         (c)   Specimen stock certificate (Exhibit 4)2

         (d)   Revolving   Credit   Agreement   between   the   Registrant   and
               Manufacturers  and Traders Trust Company dated September 13, 1994
               (Exhibit 1)3

*(5)    Opinion of Harter, Secrest & Emery

(15)    Letter re unaudited interim financial information

               Not applicable.

(23)    Consents of Experts and Counsel

        *(a)   Consent of Price Waterhouse LLP

        *(b)   Consent of Harter, Secrest & Emery [contained in Exhibit (5)]

(24)    Power of Attorney

               Not applicable.

(27)    Financial Data Schedule

               Not applicable.

(28)      Information  from  reports  furnished  to State  insurance  regulatory
          authorities

               Not applicable.

(99)    Additional Exhibits

        *(a)   Transmation, Inc. Employees' Incentive Stock Option Plan

        *(b)   Transmation, Inc. Amended and Restated Directors' Warrant Plan

        *(c)   Transmation, Inc. Amended and Restated 1993 Stock Option Plan

         (d)   Transmation, Inc. Directors' Stock Plan (Exhibit 10.1)4

        *(e)   Transmation, Inc. Employees' Stock Purchase Plan
(f)   Non-Statutory Stock Option Agreement dated March 11, 1993 between
               Transmation, Inc. and Thomas R. Crumlish (Exhibit 10)5
----------------------------

*       Exhibit filed with this Registration Statement.

1       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference to the Registrant's  Annual Report on Form 10-K for the fiscal
        year ended March 31, 1988. The exhibit  number  contained in parenthesis
        refers to the exhibit number in such Annual Report on Form 10-K.

2       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference to Amendment No. 1 to the Registrant's  Registration Statement
        on Form S-1 (Registration No. 2-27910).  The exhibit number contained in
        parenthesis refers to the exhibit number in such Registration Statement.

3       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference  to the  Registrant's  Quarterly  Report  on Form 10-Q for the
        quarter  ended  September  30,  1984.  The exhibit  number  contained in
        parenthesis  refers to the exhibit  number in such  Quarterly  Report on
        Form 10-Q.

4       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference to the Registrant's  Annual Report on Form 10-K for the fiscal
        year ended March 31, 1995. The exhibit  number  contained in parenthesis
        refers to the exhibit number in such Annual Report on Form 10-K.

5       Exhibit  previously  filed  as part  of and is  incorporated  herein  by
        reference to the Registrant's  Annual Report on Form 10-K for the fiscal
        year ended March 31, 1993. The exhibit  number  contained in parenthesis
        refers to the exhibit number in such Annual Report on Form 10-K.
Exhibit (4)(a)

                            ARTICLES OF INCORPORATION
                                      OF
                               TRANSMATION, INC.

         The undersigned,  a majority of whom are citizens of the United States,
desiring to form a corporation for profit,  under the General Corporation Law of
Ohio, do hereby certify:

         FIRST: The name of the corporation shall be TRANSMATION, INC.

         SECOND:  The  location  of its  principal  office  is to be the City of
Cleveland, Cuyahoga County.

         THIRD: The purposes for which it is formed are:
                  (a) To develop,  plan,  construct,  manufacture,  assemble and
                  market   telemetering,    sequencing,   remote   control   and
                  supervisory equipment, instrumentation, and systems for use by
                  the gas, oil, and other pipeline industries.

                  (b) To manufacture,  produce,  assemble,  develop,  construct,
                  purchase, or otherwise acquire, hold, operate, lease, license,
                  sell, assign, transfer, exchange, or otherwise dispose of, and
                  to invest, trade, import, export, deal in, or deal with goods,
                  wares, merchandise,  machinery,  equipment, and other personal
                  property of every kind and description.

                  (c) To purchase, acquire, hold, mortgage, pledge, hypothecate,
                  loan money upon,  exchange,  sell,  lease,  and otherwise deal
                  with personal and real property,  or any interest therein,  of
                  every kind and description, and wherever situated.

                  (d) To  acquire  all or any  part  of the  stock,  good  will,
                  rights,   property,   and   business   of   any   corporation,
                  association,    partnership,    firm,   trustee,    syndicate,
                  combination,   organization,   other  entity,  or  individual,
                  domestic or foreign,  heretofore  or hereafter  engaged in any
                  business, whether similar to the
business of this corporation or otherwise;  and to pay for the
                  same in cash or in shares or obligations of the corporation or
                  otherwise,  and to hold,  utilize,  enjoy,  and in any  manner
                  dispose of the whole or any part of the rights and property so
                  acquired;   and  to  assume  in   connection   therewith   any
                  liabilities of any such corporation, association, partnership,
                  firm,   trustee,   syndicate,    combination,    organization,
                  individual,  or other  entity,  domestic  or  foreign,  and to
                  conduct  in the  State  of Ohio  and/or  in any  other  state,
                  territory,  locality,  or country the whole or any part of the
                  business  thus   acquired,   provided  such  business  is  not
                  prohibited by the laws of the State of Ohio; and

                  (e) To apply for, obtain,  purchase,  take licenses in respect
                  of,  or  otherwise  acquire,  and to  hold,  own,  use,  grant
                  licenses  in respect  of,  manufacture  under,  sell,  assign,
                  mortgage,  pledge,  or  otherwise  dispose  of:  any  and  all
                  inventions,    devices,   processes,   and   improvements   or
                  modifications  thereof;  any and  all  letters  patent  of the
                  United States or of any other country,  state,  territory,  or
                  locality,  and all rights connected  therewith or appertaining
                  thereunto; any and all copyrights granted by the United States
                  or any other country,  state,  territory, or locality; and any
                  and all  trademarks,  trade names,  trade  symbols,  and other
                  indications  of origin and ownership  granted by or recognized
                  under the laws of the United  States or of any other  country,
                  state, territory, or locality.

                  (f) To  borrow  money  and to make  and  issue  notes,  bonds,
                  debentures,  obligations, and evidences of indebtedness of all
                  kinds,  whether  secured by mortgage,  pledge,  or  otherwise,
                  without  limit  as to  amount;  and  to  secure  the  same  by
                  mortgage, pledge, or otherwise.

                  (g) To make contracts of every kind and character as may be
                  necessary or conducive to the accomplishment of any of the
                  purposes of the corporation.

                  (h) To do everything necessary or conducive to the
                  accomplishment and furtherance of the powers set forth herein.

         The foregoing  objects and purposes  shall be construed both as objects
and powers and shall, except where otherwise expressed,  be in nowise limited or
restricted by reference to or
inference  from the terms of any other clause in this Article Third or any other
Article  of these  Articles  of  Incorporation,  but the  objects  and  purposes
specified  in each of the  foregoing  clauses  of this  Article  Third  shall be
regarded as  independent  objects and purposes and shall not be held to limit or
restrict  in any  way  the  general  powers  of the  corporation  to do any  act
permitted by the laws of the State of Ohio.

         FOURTH:   The  maximum  number  of  shares  which  the  corporation  is
authorized to have  outstanding is three thousand  (3,000) shares,  all of which
shall be common shares without par value.

         FIFTH:  The amount of capital  with which the  corporation  shall begin
business is Five Hundred Dollars ($500.00).

         SIXTH: The corporation,  through its Board of Directors, shall have the
authority and the power to from time to time  repurchase any of its  outstanding
shares at such  price and upon such  terms as may be  agreed  upon  between  the
corporation and the selling shareholder or shareholders.

         IN WITNESS WHEREOF, we have hereunto subscribed our names this 13th day
of March, 1964.

                                                               TRANSMATION, INC.

                                                         /s/ John C. Little
                                                             John C. Little

                                                         /s/ Arthur V. N. Brooks
                                                             Arthur V. N. Brooks

                                                         /s/ John H. Burlingame
                                                             John H. Burlingame
                                                             (Incorporators)
CERTIFICATE OF AMENDMENT
                                               TO
                                     ARTICLES OF INCORPORATION
                                               OF
                                        TRANSMATION, INC.

         William  J.  Berk,  President,  and  Arnold  W.  Wehrle,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said corporation entitling them to vote on the proposal
to amend the Amended  Articles of  Incorporation  thereof,  as  contained in the
following  resolution,  was duly called and held on the 15th day of March, 1967,
at which  meeting  a quorum of such  shareholders  was  present  in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that the Articles of  Incorporation of the
                  Corporation  be, and the same hereby are,  amended by deleting
                  in its entirety  Article  FOURTH thereof and inserting in lieu
                  thereof a new Article FOURTH reading as follows:

                           "FOURTH:  The  maximum  number  of  shares  which the
                  corporation is authorized to have outstanding is 6,000, all of
                  which shall be Common Shares  without par value.  No holder of
                  shares of the  corporation  of any class  shall be entitled as
                  such,  as a matter  of right,  to  subscribe  for or  purchase
                  shares of the  corporation,  or to purchase or  subscribe  for
                  securities  convertible into or exchangeable for shares of the
                  corporation,  or to which shall be attached or  appertain  any
                  warrants or rights  entitling the holder  thereof to subscribe
                  for or purchase shares of the corporation,  except such rights
                  of subscription or purchase,  if any, for such  considerations
                  and upon such terms and  conditions  as its Board of Directors
                  from time to time may determine."
IN WITNESS  WHEREOF,  said  William J. Berk,  President,  and Arnold W.
Wehrle,  Secretary  of  Transmation,  Inc.,  acting  for and on  behalf  of said
corporation, have hereunto subscribed their names this 15th day of March, 1967.

                                            By /s/ William J. Berk
                                                   William J. Berk, President

                                            By /s/ Arnold W. Wehrle
                                                   Arnold W. Wehrle, Secretary
CERTIFICATE OF AMENDMENT
                                        TO
                            ARTICLES OF INCORPORATION
                                        OF
                                  TRANSMATION, INC.

         William  J.  Berk,  President,  and  Arnold  W.  Wehrle,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said corporation entitling them to vote on the proposal
to amend the Amended  Articles of  Incorporation  thereof,  as  contained in the
following resolution, was duly called and held on the 11th day of October, 1967,
at which  meeting  a quorum of such  shareholders  was  present  in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that the Articles of  Incorporation of the
                  Corporation  be, and the same hereby are,  amended by deleting
                  in its entirety  Article  FOURTH thereof and inserting in lieu
                  thereof a new Article FOURTH reading as follows:

                           "FOURTH:  The  maximum  number  of  shares  which the
                  Corporation  is authorized to have  outstanding  is 1,000,000,
                  all of which  shall be Common  Shares  without  par value.  No
                  holder  of  shares of the  Corporation  of any class  shall be
                  entitled as such,  as a matter of right,  to subscribe  for or
                  purchase  shares  of  the  Corporation,   or  to  purchase  or
                  subscribe for securities  convertible into or exchangeable for
                  shares of the  Corporation,  or to which  shall be attached or
                  appertain any warrants or rights  entitling the holder thereof
                  to subscribe for or purchase shares of the Corporation, except
                  such rights of subscription or if any, for such considerations
                  and upon such terms and  conditions  as its Board of Directors
                  from time to time may determine."
IN WITNESS  WHEREOF,  said  William J. Berk,  President,  and Arnold W.
Wehrle,  Secretary  of  Transmation,  Inc.,  acting  for and on  behalf  of said
corporation,  have  hereunto  subscribed  their names this 20th day of February,
1968.

                                               /s/ William J. Berk
                                                   William J. Berk, President

                                               /s/ Arnold W. Wehrle
                                                   Arnold W. Wehrle, Secretary
CERTIFICATE OF AMENDMENT
                                          TO
                              ARTICLES OF INCORPORATION
                                          OF
                                   TRANSMATION, INC.

         William  J.  Berk,  President  and  Arnold  W.  Wehrle,   Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said corporation entitling them to vote on the proposal
to amend the Amended  Articles of  Incorporation  thereof,  as  contained in the
following resolution,  was duly called and held on the l9th day of August, 1969,
at which  meeting  a quorum of such  shareholders  was  present  in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that the Articles of  Incorporation of the
                  Corporation  be, and the same hereby are,  amended by deleting
                  in its entirety  Article  FOURTH thereof and inserting in lieu
                  thereof a new Article FOURTH reading as follows:

                           "FOURTH:  The  maximum  number  of  shares  which the
                  Corporation  is authorized to have  outstanding  is 1,000,000,
                  all of which  shall be Common  Shares  with a par value of One
                  Dollar ($1.00) each. No holder of shares of the Corporation of
                  any class shall be entitled as such, as a matter of right,  to
                  subscribe  for or purchase  shares of the  Corporation,  or to
                  purchase  or  subscribe  for  securities  convertible  into or
                  exchangeable for shares of the Corporation,  or to which shall
                  be attached or appertain any warrants or rights  entitling the
                  holder  thereof to  subscribe  for or  purchase  shares of the
                  Corporation,  except such rights of  subscription or purchase,
                  if any,  for such  considerations  and  upon  such  terms  and
                  conditions  as its  Board of  Directors  from time to time may
                  determine."
IN WITNESS  WHEREOF,  said  William J. Berk,  President,  and Arnold W.
Wehrle,  Secretary  of  Transmation,  Inc.,  acting  for and on  behalf  of said
Corporation, have hereunto subscribed their names this 19th day of August, 1969.

                                           /s/ William J. Berk
                                               William J. Berk, President

                                           /s/ Arnold W. Wehrle
                                               Arnold W. Wehrle, Secretary
CERTIFICATE OF AMENDMENT
                             TO THE ARTICLES OF INCORPORATION
                                             OF
                                       TRANSMATION, INC.

         William  J.  Berk,  President  and  John  A.  Misiaszek,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said corporation entitling them to vote on proposals to
amend the  Amended  Articles  of  Incorporation  thereof,  as  contained  in the
following resolutions, was duly called and held on the 17th day of August, 1976,
and thereat properly  adjourned to September 7, 1976, at which adjourned meeting
a quorum of such shareholders was present in person or by proxy, and that by the
affirmative  vote of the holders of shares  entitled  to exercise  not less than
two-thirds of the voting power of the  corporation  on such proposal (no greater
vote being required by the Articles of Incorporation), the following resolutions
were adopted:

                           RESOLVED,  that the Articles of  Incorporation of the
                  Corporation  be, and the same hereby are,  amended by deleting
                  in its entirety  Article  FOURTH thereof and inserting in lieu
                  thereof a new Article FOURTH,  said new Article FOURTH to read
                  as follows:

                           "FOURTH:  The  maximum  number  of  shares  which the
                  Corporation  is authorized to have  outstanding  is 1,000,000,
                  all of which shall be Common  Shares with a par value of Fifty
                  Cents ($.50) each. No holder of shares of the  Corporation  of
                  any class shall be entitled as such, as a matter of right,  to
                  subscribe  for or purchase  shares of the  Corporation,  or to
                  purchase  or  subscribe  for  securities  convertible  into or
                  exchangeable for shares of the Corporation,  or to which shall
                  be attached or appertain any warrants or rights  entitling the
                  holder  thereof to  subscribe  for or  purchase  shares of the
                  Corporation,  except such rights of  subscription or purchase,
                  if any, for such
considerations and upon such terms and conditions as its Board
                  of Directors from time to time may determine."

                                         * * * * *             

                           RESOLVED,  that the Articles of Incorporation be, and
                  the same hereby are,  amended by adding thereto a new Article,
                  to be known as Article SEVENTH, and to read as follows:

         "SEVENTH:  A. Except as otherwise  expressly provided in Paragraph D of
this  Article  Seventh,  the  affirmative  vote of the  holders of  seventy-five
percent  (75%)  or  more of the  outstanding  shares  of  capital  stock  of the
Corporation entitled to vote thereon, shall be required to authorize:

                  (i)      any merger or consolidation of the Corporation
                           with or into any other corporation, if the
                           transaction would otherwise, by law, require a
                           shareholder vote, or

                  (ii)     any combination with, or majority share
                           acquisition of any corporation, if the transaction
                           would otherwise, by law, require a shareholder
                           vote, or

                  (iii)    any  lease,  sale,  exchange,   transfer,   or  other
                           disposition of all or substantially all of the assets
                           of the Corporation to or with any other  corporation,
                           person, or other entity,

if, as of the record  date of the  determination  of  shareholders  entitled  to
notice thereof and to vote thereon, such other corporation, person, or entity is
the beneficial  owner,  directly or indirectly,  of ten percent (10%) or more of
the  outstanding  shares of capital  stock of the  Corporation  entitled to vote
thereon.  Such affirmative vote shall be required  notwithstanding the fact that
some lesser  percentage  may be  specified by law or in any  agreement  with any
national securities exchange or association of securities dealers.

         B. For the purposes of this Article Seventh,  any corporation,  person,
or other  entity  shall be deemed to be the  beneficial  owner of any  shares of
capital stock of the Corporation (i) which it has the right to acquire  pursuant
to any agreement,  or upon exercise of conversion rights,  warrants, or options,
or  otherwise,  (ii)  which  are  beneficially  owned,  directly  or  indirectly
(including shares deemed owned through  application of clause (i) above), by any
other  corporation,  person,  or  entity  with  which it or its  "affiliate"  or
"associate" (as defined below) has any agreement,  arrangement, or understanding
for the purpose of acquiring,  holding, voting, or disposing of capital stock of
the Corporation or
which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2
of the General Rules and Regulations  under the Securities  Exchange Act of 1934
as in effect on January 1, 1976. For the purposes of this Article  Seventh,  the
outstanding  shares  of any  class of  capital  stock of the  Corporation  shall
include  shares  deemed owned  through the  application  of clauses (i) and (ii)
above but shall not include any other shares  which may be issuable  pursuant to
any agreement,  or upon exercise of conversion rights,  warrants, or options, or
otherwise.

         C. The Board of Directors of this Corporation  shall have the power and
duty to  determine  for the purposes of this  Article  Seventh,  on the basis of
information  then known to it,  whether (i) any  corporation,  person,  or other
entity  beneficially owns ten percent (10%) or more of the outstanding shares of
capital stock of the  Corporation  entitled to vote generally in the election of
directors, or is an "affiliate" or an "associate" (as defined above) of another,
and (ii) the  memorandum  of  understanding  referred to below is  substantially
consistent with the transaction to which it relates.  Any such  determination by
the Board  shall be  conclusive  and binding  for all  purposes of this  Article
Seventh.

         D. The  provisions  of this Article  Seventh shall not apply to (i) any
merger or  consolidation  of the Corporation  with, or any  combination  with or
majority  shares  acquisition  of,  or  any  sale,  lease,   exchange  or  other
disposition  of any assets of the  Corporation  to, any  corporation  of which a
majority of the  outstanding  shares of all classes of capital stock entitled to
vote thereon,  is owned of record or  beneficially  by the  Corporation  and its
subsidiaries; or (ii) any transaction referred to in Paragraph A of this Article
Seventh if the Board of Directors of the  Corporation  shall by resolution  have
approved a memorandum of understanding  with such other  corporation,  person or
other entity with respect to and substantially  consistent with such transaction
prior to the time such other  corporation,  person,  or other entity becomes the
owner of ten percent (10%) or more of the outstanding shares of capital stock of
the Corporation entitled to vote thereon.

         E.   Notwithstanding   any  other   provisions   of  the   Articles  of
Incorporation or the Code of Regulations of the Corporation (and notwithstanding
the fact that some lesser  percentage  may be  specified by law, the Articles of
Incorporation  or the Code of Regulations of the  Corporation),  the affirmative
vote of the holders of  seventy-five  percent  (75%) or more of the  outstanding
shares of capital  stock of the  Corporation  entitled to vote thereon  shall be
required to amend, alter or repeal this Article Seventh."
IN  WITNESS  WHEREOF,  said  William J.  Berk,  President,  and John A.
Misiaszek,  Secretary  of  Transmation,  Inc.,  acting for and on behalf of said
Corporation  have  hereunto  subscribed  their names and caused the seal of said
Corporation to be hereunto fixed this 28th day of September, 1976.

                                    /s/ William J. Berk
                                        William J. Berk, President

                                    /s/ John A. Misiaszek
                                        John A. Misiaszek, Secretary
CERTIFICATE OF AMENDMENT
                             TO THE ARTICLES OF INCORPORATION
                                             OF
                                      TRANSMATION, INC.

         William  J.  Berk,  President  and  John  A.  Misiaszek,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said  Corporation  entitling them to vote on a proposal
to amend the Amended  Articles of  Incorporation  thereof,  as  contained in the
following resolution,  was duly called and held on the l9th day of August, 1980,
at which  meeting  a quorum of such  shareholders  was  present  in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the Corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that  Article  FOURTH of the  Articles  of
                  Incorporation  of the  Corporation be, and the same hereby is,
                  amended to  increase  the maximum  number of shares  which the
                  Corporation is authorized to have  outstanding  from 1,000,000
                  shares to 3,000,000 shares all of which shall be Common Shares
                  with a par value of Fifty Cents ($.50) each, Article FOURTH as
                  amended to read in its entirety as follows:

                           FOURTH:  The  maximum  number  of  shares  which  the
                  Corporation  is authorized to have  outstanding  is 3,000,000,
                  all of which shall be Common  Shares with a par value of Fifty
                  Cents ($.50) each. No holder of shares of the  Corporation  of
                  any class shall be entitled as such, as a matter of right,  to
                  subscribe  for or purchase  shares of the  Corporation,  or to
                  purchase  or  subscribe  for  securities  convertible  into or
                  exchangeable for shares of the Corporation,  or to which shall
                  be attached or appertain any warrants or rights  entitling the
                  holder  thereof to  subscribe  for or  purchase  shares of the
                  Corporation,  except such rights of  subscription or purchase,
                  if any, for such
considerations and upon such terms and conditions as its Board
                  of Directors from time to time may determine."

         IN  WITNESS  WHEREOF,  said  William  J.  Berk,  President  and John A.
Misiaszek,  Secretary  of  Transmation,  Inc.,  acting for and on behalf of said
Corporation  have  hereunto  subscribed  their names and caused the seal of said
Corporation to be hereunto fixed this l9th day of August, 1980.

                                            /s/ William J. Berk
                                                William J. Berk, President

                                             /s/ John A. Misiaszek
                                                 John A. Misiaszek, Secretary
CERTIFICATE OF AMENDMENT
                              TO THE ARTICLES OF INCORPORATION
                                           OF
                                     TRANSMATION, INC.

         William  J.  Berk,  President,  and  John A.  Misiaszek,  Secretary  of
Transmation,  Inc., an Ohio  corporation  with its principal  office  located in
Cleveland,  Cuyahoga  County,  Ohio,  do hereby  certify  that a meeting  of the
holders of the shares of said  Corporation  entitling them to vote on a proposal
to amend the Amended  Articles of  Incorporation  thereof,  as contained in the
following  resolution,  was duly  called and held on the 18th day of  September,
1984, at which meeting a quorum of such shareholders was present in person or by
proxy,  and that by the  affirmative  vote of the holders of shares  entitled to
exercise not less than two-thirds of the voting power of the Corporation on such
proposal (no greater vote being required by the Articles of Incorporation),  the
following resolution was adopted:

                           RESOLVED,  that  Article  FOURTH of the  Articles  of
                  Incorporation  of the  Corporation be, and the same hereby is,
                  amended to  increase  the maximum  number of shares  which the
                  Corporation is authorized to have  outstanding  from 3,000,000
                  shares to 8,000,000 shares all of which shall be Common Shares
                  with a par value of Fifty Cents ($.50) each, Article FOURTH as
                  amended to read in its entirety as follows:

                           FOURTH:  The  maximum  number  of  shares  which  the
                  Corporation  is authorized to have  outstanding  is 8,000,000,
                  all of which shall be Common  Shares with a par value of Fifty
                  Cents ($.50) each. No holder of shares of the  Corporation  of
                  any class shall be entitled as such, as a matter of right,  to
                  subscribe for or purchase  shares of the  Corporation,  or to
                  purchase  or  subscribe  for  securities  convertible  into or
                  exchangeable for shares of the Corporation,  or to which shall
                  be attached or appertain any warrants or rights  entitling the
                  holder  thereof to  subscribe  for or  purchase  shares of the
                  Corporation,  except such rights of  subscription or purchase,
                  if any, for such
considerations and upon such terms and conditions as its Board
                  of Directors from time to time may determine."

         IN  WITNESS  WHEREOF,  said  William J.  Berk,  President,  and John A.
Misiaszek,  Secretary  of  Transmation,  Inc.,  acting for and on behalf of said
Corporation  have  hereunto  subscribed  their names and caused the seal of said
Corporation to be hereunto fixed this 14th day of March, 1985.

                                                   /s/ William J. Berk
                                                       William J. Berk
                                                       President

                                                   /s/ John A. Misiaszek
                                                       John A. Misiaszek
                                                       Secretary
CERTIFICATE OF MERGER
                                 OF

                           TRANSCAT, INC.
             (A Corporation of the State of New York)

                               INTO

                          TRANSMATION, INC.
               (A Corporation of the State of Ohio)

         The Agreement of Merger to which this  Certificate  is attached,  after
having  been duly signed and after  having  been  signed on behalf of  TRANSCAT,
INC., a corporation of the State of New York, was duly adopted pursuant to Title
17,  Section  1701.80 of the Revised Code of Ohio by the  affirmative  vote of a
majority of the Board of Directors of  TRANSMATION,  INC., a corporation  of the
State of Ohio and the surviving  corporation in this Merger  (hereinafter called
the "Surviving Corporation"), at a meeting thereof duly called and held on March
26,  1991,  without  any  vote  having  been  taken by the  shareholders  of the
Surviving Corporation; the Articles and Regulations of the Surviving Corporation
do not require that the Agreement of Merger be adopted by the shareholders or by
the holders of a particular class of shares of the Surviving Corporation.

         The  Agreement  of  Merger  does  not  conflict  with the  Articles  or
Regulations of the Surviving  Corporation and there is no change to the Articles
or  Regulations of the Surviving  Corporation.  The Agreement of Merger does not
authorize any action which apart from the merger would  require  adoption by the
shareholders or by the holders of a particular  class of shares of the Surviving
Corporation.

        The  Surviving  Corporation  is the owner of 100  shares of the  common
stock of said
TRANSCAT,  INC.  (hereinafter  called  the  "Subsidiary   Corporation"),   which
constitutes  all of each  class  of the  outstanding  shares  of the  Subsidiary
Corporation.

         The merger does not involve the  issuance or transfer by the  Surviving
Corporation  to the  shareholders  of the  Subsidiary  Corporation of any shares
whatsoever of the Surviving Corporation.  There is no change in the directors of
the Surviving  Corporation  that would require action by the  shareholders or by
the holders of a particular class of the Surviving Corporation.

         The Agreement of Merger was adopted by action of the Board of Directors
of the  Surviving  Corporation  pursuant  to Title 17,  Section  1701.80  of the
Revised Code of Ohio, and is the duly adopted agreement and act of the Surviving
Corporation.

         Pursuant to Section 907 of the Business Corporation Law of the State of
New York, no vote of the shareholders of the Subsidiary Corporation was required
to adopt the Agreement of Merger. The approval of the Agreement of Merger by the
Board of Directors of the  Subsidiary  Corporation  constituted  adoption of the
Agreement of Merger by the Subsidiary  Corporation pursuant to and in conformity
with  the  laws of the  State  of New  York,  the  State  under  which  laws the
Subsidiary Corporation was incorporated.

                                          TRANSMATION, INC.

                                           By: /s/ William J. Berk
                                                   William J. Berk
                                                   President

                                           By: /s/ John A. Misiaszek
                                                   John A. Misiaszek
                                                   Secretary
TRANSCAT, INC.

                                           By: /s/ William J. Berk
                                                   William J. Berk
                                                   Chairman of the Board

                                           By: /s/ John A. Misiaszek
                                                   John A. Misiaszek
                                                   Secretary
AGREEMENT OF MERGER
                                                      MERGING

                                                  TRANSCAT, INC.
                                     (A Corporation of the State of New York)

                                                       INTO

                                                 TRANSMATION, INC.
                                       (A Corporation of the State of Ohio)

         FIRST:  TRANSMATION,  INC., a corporation  organized and existing under
the laws of the State of Ohio and  owning all of the  outstanding  shares of the
capital stock of TRANSCAT,  INC., a corporation organized and existing under the
laws of the State of New York (hereinafter called the "Subsidiary Corporation"),
and the Subsidiary  Corporation  agree that the Subsidiary  Corporation shall be
and hereby is merged  into  TRANSMATION,  INC.  (hereinafter  called the "Parent
Corporation").  The terms and conditions of said merger  (hereinafter called the
"Merger")  and the mode of  carrying  the same into effect are set forth in this
Agreement of Merger.

         SECOND: The Parent Corporation shall survive the Merger, shall continue
its corporate name and shall continue to be governed by the laws of the State of
Ohio, but the separate corporate  existence of the Subsidiary  Corporation shall
cease forthwith upon the effective date of the Merger.

         THIRD: The parties to this Agreement of Merger are TRANSMATION, INC., a
corporation  organized  on  March  19,  1964  and  existing  under  the  General
Corporation  Laws of the  State of  Ohio,  and  TRANSCAT,  INC.,  a  corporation
organized on September 13, 1985 and existing  under the laws of the State of New
York.
FOURTH:           Upon the effective date of the Merger:

               (a) the outstanding shares of the Parent Corporation shall not be
changed in any way by the Merger; and

               (b) no  cash  or  other  consideration  shall  be  paid  for  the
outstanding  shares  of the  Subsidiary  Corporation  in  the  Merger,  and  all
certificates   representing  shares  of  the  Subsidiary  Corporation  shall  be
surrendered and cancelled.

         FIFTH:  The designation and number of outstanding  shares of each class
of capital stock of the Subsidiary Corporation, and the number of shares of each
class owned by the Parent Corporation, are as follows:
Name of                                       Number of Shares                 Number of Shares
         Subsidiary                 Class                 Outstanding                    Owned by Parent

     TRANSCAT, INC.                Common                100 shares                        100 shares
SIXTH: The Articles of Incorporation  of the Parent  Corporation  shall
not be amended by the Merger.

        SEVENTH:  The Merger  shall be effective on the date on which the latest
of the following  events shall occur:  (a) the filing of a Certificate of Merger
by the  Secretary  of  State  of the  State of  Ohio,  and (b) the  filing  of a
Certificate  of Merger by the  Department of State of the State of New York, and
(c) the filing of the consent of the New York State Tax Commission to the Merger
with the Department of State of the State of New York.

         EIGHTH:  The Merger may be abandoned by the Boards of Directors of both
constituent  corporations,  at any time prior to the filing of a Certificate  of
Merger with either the Secretary of State of the State of Ohio or the Department
of State of the State of New York.
NINTH:  This  Agreement  of Merger  was duly  approved  by the Boards of
Directors of each of the constituent corporations,  and duly adopted pursuant to
Section 1701.80 of the Revised Code of Ohio as the act of TRANSMATION, INC., and
duly adopted by TRANSCAT, INC. in compliance with the provisions of the Business
Corporation  Law of the State of New York,  and the Merger is  permitted  by the
laws of the State of Ohio and the laws of the State of New York.

        IN  WITNESS  WHEREOF,  TRANSMATION,   INC.,  an  Ohio  corporation,  and
TRANSCAT,  INC., a New York corporation,  the corporations which are the parties
to this  Agreement  of Merger,  pursuant  to the  authority  duly given by their
respective  Boards of  Directors,  have  caused this  Agreement  of Merger to be
executed in their respective corporate names by the President or Chairman of the
Board, and by the Secretary, of each of the constituent  corporations,  and the
corporate seals to be affixed on this 26th day of March, l991.

                                                      TRANSMATION, INC.

                                                       By: /s/ William J. Berk
                                                               William J. Berk
                                                               President

                                                       By: /s/ John A. Misiaszek
                                                               John A. Misiaszek
                                                               Secretary

                                                   TRANSCAT, INC.

                                                   By: /s/ William J. Berk
                                                           William J. Berk
                                                           Chairman of the Board

                                                    By: /s/ John A. Misiaszek
                                                            John A. Misiaszek
                                                            Secretary
Exhibit (5)

                                                                  August 8, 1995

Transmation, Inc.
10 Vantage Point Drive
Rochester, NY  14624

        Re:    Transmation, Inc.
               Registration Statement on Form S-8

Ladies and Gentlemen:

        You have  requested  our opinion in  connection  with your  Registration
Statement  on Form S-8,  filed this date under the  Securities  Act of 1933,  as
amended,   with  the  Securities  and  Exchange  Commission  (the  "Registration
Statement"),  in respect of an aggregate of  1,123,100  authorized  and unissued
shares of the Common Stock,  par value $.50 per share (the "Common  Stock"),  of
Transmation, Inc. (the "Corporation"), which may be issued as follows:

        a. upon  exercise,  after the date  hereof,  of  options  heretofore  or
hereafter  granted under the  Transmation,  Inc. Amended and Restated 1993 Stock
Option Plan;

        b. upon exercise,  after the date hereof, of options  heretofore granted
under the Transmation, Inc. Employees' Incentive Stock Option Plan;

        c. upon exercise,  after the date hereof, of options  heretofore granted
under the Non- Statutory Stock Option Agreement dated March 11, 1993 between the
Corporation and Thomas R. Crumlish;

        d. upon  exercise,  after the date  hereof,  of warrants  heretofore  or
hereafter  granted under the Transmation,  Inc. Amended and Restated  Directors'
Warrant Plan;

        e.  pursuant  to  awards  made,   after  the  date  hereof,   under  the
Transmation, Inc. Directors' Stock Plan; or

        f.     pursuant to the Transmation, Inc. Employees' Stock Purchase Plan

 (all such documents are herein collectively referred to as the "Plans").

        We have examined the following  corporate records and proceedings of the
Corporation in connection with the preparation of this opinion:  its Articles of
Incorporation, as amended to date; its Code of Regulations as currently in force
and  effect;  its  Minute  Books,   containing  minutes  and  records  of  other
proceedings of its shareholders, its Board of Directors and the Compensation and
Benefits  Committee and Stock Option  Committee of the Board of Directors,  from
the date of incorporation to the date hereof; the Plans; the Registration
Transmation, Inc.
August 8, 1995
Page 2

Statement;  applicable  provisions  of the laws of the  State of Ohio;  and such
other documents and matters as we deemed necessary.

        In rendering this opinion,  we have made such  examination of laws as we
have deemed relevant for the purposes  hereof.  As to various  questions of fact
material  to  this  opinion,   we  have  relied  upon   representations   and/or
certificates of officers of the  Corporation,  certificates and documents issued
by public officials and authorities,  and information received from searchers of
public records.

        Based upon and in reliance on the foregoing, we are of the opinion that:

               1. The  Corporation  has been duly  incorporated  and is  validly
existing under the laws of the State of Ohio.

               2. The  Corporation  has the  authority  to issue an aggregate of
1,123,100 shares of Common Stock pursuant to the terms of the Plans.

               3.  The  shares  of  Common  Stock to be  issued  and sold by the
Corporation  will,  when sold and paid for in accordance  with the provisions of
the respective  Plans,  and the respective  stock option  agreements and warrant
agreements  pursuant to which  options and warrants are granted under certain of
the Plans, be validly authorized and legally issued and outstanding,  fully paid
and non-assessable.

        We hereby consent to be named in the Registration Statement as attorneys
passing  upon legal  matters in  connection  with the  issuance  and sale of the
1,123,100 shares of Common Stock covered  thereby,  and we hereby consent to the
filing of this opinion as Exhibit (5) to the Registration Statement.

                                             Very truly yours,

                                            /s/ HARTER, SECREST & EMERY
Exhibit (23)(a)

                   CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8  of our report  dated May 26,  1995 with  respect to the
financial statements  (including schedule thereto) of Transmation,  Inc. for the
three years ended March 31, 1995,  appearing on page 16 of the Annual  Report on
Form 10-K of Transmation, Inc.

/s/ PRICE WATERHOUSE LLP

Rochester, New York
August 8, 1995
Exhibit (99)(a)

                                 AMENDMENT NO. 2 TO THE
                                    TRANSMATION, INC.
                        EMPLOYEES' INCENTIVE STOCK OPTION PLAN

        WHEREAS,  Transmation,  Inc., an Ohio corporation  (the "Company"),  has
established the Transmation,  Inc. Employees' Incentive Stock Option Plan, which
became effective on August 18, 1981 (the "Option Plan"); and

        WHEREAS,  on August 21, 1984 the shareholders of the Company authorized,
approved  and adopted the first  amendment to the Option  Plan,  increasing  the
number of shares of the Company's  Common Stock available for issuance under the
Option Plan from 200,000 shares to 300,000 shares; and

        WHEREAS,  on August 21, 1990 the Board of  Directors  of the Company has
authorized,  approved  and adopted the further  amendment to the Option Plan set
forth herein;

        NOW,  THEREFORE,  the Option Plan is hereby amended  further,  effective
August 21, 1990, as follows:

         1. A new Section 17 is hereby added to the Option Plan,  to provide in
its entirety as follows:

               "17. Definition of Fair Market Value.  As used in this Plan,  the
                    term `fair  market  value' of the Shares shall mean the last
                    transaction  price of the  Shares  for the date in  question
                    quoted by NASDAQ."

        2.  Except as amended  hereby,  and except as  heretofore  amended,  the
Option Plan shall remain in full force and effect in accordance with its terms.

        This Amendment No. 2 to the  Transmation,  Inc.  Employees'  Incentive
Stock Option Plan was authorized, approved and adopted by the Board of Directors
of Transmation, Inc. on August 21, 1990.

                                            /s/ John A. Misiaszek
                                                John A. Misiaszek, Secretary
TRANSMATION, INC.
                     EMPLOYEES' INCENTIVE STOCK OPTION PLAN

        1. Purpose.  TRANSMATION,  INC.  EMPLOYEES'  INCENTIVE STOCK OPTION PLAN
(hereinafter  referred  to as the  "Plan") is  designed  to  furnish  additional
incentive to key employees of TRANSMATION,  INC. (hereinafter referred to as the
"Company"),  upon whose  efforts the  successful  conduct of the business of the
Company  largely  depends,  by  encouraging  such key  employees  to  acquire  a
proprietary  interest in the Company or to increase the same.  This purpose will
be effected  through the granting of options to purchase the common stock of the
Company which will be "incentive  stock  options"  within the meaning of Section
422A of the  Internal  Revenue  Code of 1954,  as amended  to date  (hereinafter
referred to as the "Internal Revenue Code").

        2. Eligibility.  The persons eligible to receive options under this Plan
shall be such key employees of the Company as the Stock Option  Committee of the
Board of Directors of the Company (hereinafter  referred to as the "Stock Option
Committee")  shall  select from time to time.  Directors  who are not  otherwise
officers or  employees of the Company  shall not be eligible to receive  options
under the Plan.  All  references  in this Plan to employees of the Company shall
include employees of any parent or subsidiary of the Company, as those terms are
defined in Section 425 of the Internal Revenue Code.

        3. Stock  Subject to  Options.  Subject to the  provisions  of Section 9
hereof,  options may be granted  under the Plan to purchase in the aggregate not
more than  100,000  shares of the $0.50 par value  common  stock of the  Company
(hereinafter  referred to as "Shares"),  which Shares may, in the  discretion of
the Stock Option Committee, consist either in whole or in part of authorized but
unissued Shares or Shares held in the treasury of the Company.
Any Shares  subject to an option which for any reason  expires or is  terminated
unexercised  as to such Shares shall  continue to be available for options under
the Plan.

        4. Annual Limitation.  The aggregate fair market value (determined as of
the time the option is  granted)  of the Shares  for which any  employee  may be
granted  options in any calendar year (under all incentive stock option plans of
the Company, any parent and any subsidiaries) shall not exceed $100,000 plus any
unused limit carryover to such year, as computed under Section 422A(c)(4) of the
Internal Revenue Code.

        5. Terms and  Conditions  of Options.  Each option  granted by the Stock
Option  Committee  pursuant to this Plan shall be  evidenced  by a stock  option
agreement  containing  provisions  consistent  with the Plan,  including  in the
discretion of the Stock Option  Committee,  a waiting period following the grant
of the option  during which all or any part may not be  exercised.  The right of
the Company to terminate  the  employment  of the optionee at any time,  with or
without cause,  shall in no way be restricted by such  agreement.  Options shall
further be subject to the following terms and conditions:

               (a) Price.  Each option shall state the number of Shares  subject
        to the  option and the option  price,  which  shall be not less than the
        fair  market  value of the  Shares  with  respect to which the option is
        granted  at the time of the  granting  of the  option.  If an  option is
        granted  to any person who  would,  after the grant of such  option,  be
        deemed to own stock  possessing  more than ten (10) percent of the total
        combined  voting  power of all  classes  of stock of the  Company or its
        parent  or  subsidiary  (hereinafter  referred  to  as  a  "Ten  Percent
        Shareholder"),  the option  price shall be not less than one hundred ten
        (110) percent of the fair market value of the Shares with
respect to which the option is  granted at the time of the  granting  of
        the option to the Ten Percent Shareholder.

               (b) Term.  The term of each  option  shall be  determined  by the
        Stock Option  Committee,  but in no event shall an option be exercisable
        either in whole or in part after the  expiration  of ten (10) years from
        the date on which it is granted.  In no event shall an option granted to
        a Ten  Percent  Shareholder  be  exercisable  either in whole or in part
        after  the  expiration  of five (5)  years  from the date on which it is
        granted.  The Stock Option  Committee and an optionee may at any time by
        mutual agreement terminate any option granted to such optionee under the
        Plan.
 
              (c) Exercise.  Each option, or any installment thereof,  shall be
        exercised,  whether in whole or in part, by giving written notice to the
        Company  at its  principal  office,  specifying  the  number  of  Shares
        purchased  and the purchase  price being paid,  and  accompanied  by the
        payment  of the  purchase  price.  An  optionee  may pay for the  Shares
        subject  to the  option  with cash,  a  certified  check or a bank check
        payable to the order of the Company.  Alternatively,  he may pay for the
        Shares,  in whole or in part, by the delivery of Shares already owned by
        him which will be  accepted  in  exchange  at their value on the date of
        exercise. Certificates representing the Shares purchased by the optionee
        shall be issued as soon as  practicable  after the optionee has complied
        with the  provisions  hereof.  No option may be exercised in whole or in
        part  while  there  is  outstanding   (within  the  meaning  of  Section
        422A(c)(7) of the Internal  Revenue Code) any incentive stock option (as
        defined in Section 422A of the Internal  Revenue Code) which was granted
        to the optionee prior to the grant of such option, to purchase stock
in the Company,  its parent or  subsidiary  (at the time of the granting of
such option) or a predecessor corporation of any of such corporations.
 
        6. Non-Assignment.  During the lifetime of the optionee,  options issued
hereunder  shall be  exercisable  only by him and  shall  not be  assignable  or
transferable  by him,  whether  voluntarily or by operation of law or otherwise,
and no other person shall acquire any rights therein.

        7. Death of Optionee.  In the event that an optionee  shall die while he
is an employee of the Company (or within three (3) months after the  termination
of such employment) and prior to the complete exercise of options granted to him
under the Plan, any such  remaining  option may be exercised in whole or in part
within one (1) year after the date of the optionee's death and then only: (i) by
the  optionee's  estate or by or on behalf of such person or persons to whom the
optionee's  rights pass under his Will or the laws of descent and  distribution,
(ii) to the extent that the  optionee  was  entitled  to exercise  the option or
right at the date of his death, and (iii) prior to the expiration of the term of
the option.

        8. Termination of Employment. An option shall be exercisable, during the
lifetime of the employee to whom it is granted,  only while he is an employee of
the Company and has been an employee continuously since the grant of the option,
or  within  three  (3)  months  after  the date on which he ceases to be such an
employee,  to the extent that he would have been entitled to exercise the option
at the time of such termination of employment; provided, however, that no option
shall be exercisable after the expiration of the term thereof. In the case of an
employee who is permanently and totally  disabled (within the meaning of Section
105(d)(4) of the Internal Revenue Code), the three-month period described in the
preceding  sentence  shall be one year.  For  purposes  of this  subsection,  an
employment relationship will
be treated as continuing during the period when an optionee is on military duty,
sick  leave or other bona fide leave of absence if the period of such leave does
not exceed  ninety  (90) days,  or, if longer,  so long as a statute or contract
guarantees  the optionee's  right to  re-employment  with the Company.  When the
period  of  leave  exceeds  ninety  (90)  days  and the  individual's  right  to
re-employment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the ninety-first (91st) day of
such leave.

        9.  Anti-Dilution  Provisions.  The aggregate  number and kind of Shares
available for options under the Plan,  the number and kind of Shares  subject to
any outstanding option and the option price of each outstanding option, shall be
proportionately  adjusted  by the  Stock  Option  Committee  for  any  increase,
decrease or change in the total outstanding Shares of the Company resulting from
a   stock   dividend,   recapitalization,   merger,   consolidation,   split-up,
combination, exchange of Shares or similar transaction (but not by reason of the
issuance  or  purchase  of Shares by the  Company  in  consideration  for money,
services or property).
 
       10.  Rights as a  Shareholder.  The  optionee  shall have no rights as a
Shareholder with respect to the Shares purchased by him pursuant to the exercise
of an option  until the date of the  issuance to him of a  certificate  of stock
representing  such  Shares.  No  adjustment  shall be made for  dividends or for
distributions of any other kind with respect to Shares for which the record date
is prior to the date of the  issuance to the optionee of a  certificate  for the
Shares.

        11.  Investment  Purpose.  Each  written  notice  by which  an  optionee
exercises an option shall contain representations on behalf of the optionee that
he acknowledges that the Company is selling or distributing  Shares to him under
a claim of  exemption  from  registration  under the  Securities  Act of 1933 as
amended (hereinafter referred to as the
"Act"),  as a transaction not involving any public offering;  that he represents
and warrants that he is acquiring  such Shares with a view to investment and not
with a view to distribution  or resale;  and that he agrees not to make any sale
or other  distribution  or  disposition of such Shares unless (i) a registration
statement with respect to such Shares shall be effective under the Act, together
with proof  satisfactory  to the  Company  that there has been  compliance  with
applicable  state law,  or (ii) the  Company  shall have  received an opinion of
counsel  satisfactory to it that no violation of the Act or applicable state law
will be involved in such transfer.  The Company shall include on any certificate
for Shares issued under the Plan such legend restricting the transfer thereof as
it may deem appropriate to comply with any requirement  established by law or by
the rules of any stock exchange.

        12. Term of the Plan.  The Plan shall take effect on August 18, 1981, if
adopted by the Board of  Directors  of the Company on or before  that date,  and
shall remain in effect until all Shares subject to issuance  hereunder have been
purchased pursuant to options granted under the Plan,  provided that all options
and rights under the Plan must be granted within ten (10) years from the earlier
of the date  that the Plan is  adopted  or the date that it is  approved  by the
shareholders of the Company.

       13.  Amendment and  Termination  of Plan.  The Board of Directors of the
Company, without further approval of the shareholders of the Company, may at any
time  suspend  or  terminate  the Plan or may  amend it from time to time in any
manner;  provided,  however,  that no amendment shall be effective without prior
approval of the  shareholders  of the Company which would (i) except as provided
in Section 9 hereof,  increase the maximum  number of Shares which may be issued
under the Plan, (ii) change the eligibility
requirements  for  individuals  entitled to receive  options  under the Plan, or
(iii) extend the period for granting options.

        14.  Administration.  The Plan shall be administered by the Stock Option
Committee  and  decisions  of  the  Stock  Option   Committee   concerning   the
interpretation  and  construction of any provisions of the Plan or of any option
granted  pursuant to the Plan shall be final. The Company shall effect the grant
of options under the Plan in  accordance  with the decisions of the Stock Option
Committee,  which  may,  from  time to time,  adopt  rules and  regulations  for
carrying out the Plan. For purposes of the Plan, an option shall be deemed to be
granted  when the  written  agreement  for the same is  signed  on behalf of the
Company by its duly authorized officer or representative. Subject to the express
provisions of the Plan, the Stock Option Committee shall have the authority,  in
its discretion and without  limitation:  to determine the individuals to receive
options,  the times when such individuals shall receive such options, the number
of Shares to be subject to each option,  the term of each option,  the date when
each option shall become exercisable,  whether an option shall be exercisable in
whole or in part in  installments,  the  number of Shares to be  subject to each
installment,  the date each installment  shall become  exercisable,  the term of
each installment and the option price of each option;  to accelerate the date of
exercise  of  any  option  or  installment   thereof;  and  to  make  all  other
determinations necessary or advisable for administering the Plan.

        15.  Reservation of Shares.  The Company shall be under no obligation to
reserve  Shares to fill  options.  The grant of options to  employees  hereunder
shall not be construed to constitute the establishment of a trust of such Shares
and no  particular  Shares  shall be  identified  as optioned  and  reserved for
employees hereunder. The Company shall be deemed to have complied with the terms
of the Plan if, at the time of issuance and delivery pursuant
to the exercise of an option,  it has a sufficient  number of Shares  authorized
and unissued or in its treasury  which may then be  appropriated  and issued for
purposes of the Plan, irrespective of the date when such Shares were authorized.

     16.  Application  of  Proceeds.  The  proceeds of the sale of Shares by the
Company under the Plan will  constitute  general funds of the Company and may be
used by the Company for any purpose.
Exhibit (99)(b)

                                 TRANSMATION, INC.

                 AMENDED AND RESTATED DIRECTORS' WARRANT PLAN

        The Transmation, Inc. Directors' Warrant Plan, effective August 21, 1984
and amended and restated  effective August 15, 1995 (this "Plan") is established
to attract,  retain and  compensate  highly  qualified  individuals  who are not
employees of Transmation,  Inc., an Ohio corporation (the "Company"),  or any of
its subsidiaries,  for their service as members of the Board of Directors of the
Company  (the  "Board of  Directors"),  and to  enable  them to  increase  their
ownership of the Company's  Common Stock,  par value $.50 per share (the "Common
Stock").  As used herein,  the term "Shares" shall mean the Common Stock or such
other securities, if any, as may result from an adjustment under Section 10.

        1.  Eligibility.  Each member of the Board of Directors  (including  any
member elected after the effective date of this Plan) who (a) is not an employee
of the  Company or any of its  subsidiaries  and (b) is a member of the Board of
Directors on a "Grant Date" (as  hereinafter  defined)  (each, a  "Participating
Director"), is eligible to participate in this Plan.

        2. Warrants.  All warrants granted under this Plan ("Warrants") shall be
non-statutory warrants to purchase Shares.

        3. Shares  Available.  Subject to  adjustment as provided by Section 10,
the total  number of Shares  that may be issued  pursuant  to  Warrants  granted
hereunder  shall not exceed  100,000.  Shares  subject to Warrants may be either
authorized but unissued shares or shares that were once issued and  subsequently
reacquired by the Company.  If any Warrant is surrendered  before  exercise,  or
lapses without  exercise,  or for any other reason ceases to be exercisable,  in
whole or in part, the Shares reserved for the unexercised  portion thereof shall
continue to be available for the grant of Warrants hereunder.

        4.     Grants of Warrants.

               (a) Grants of  Warrants.  On each of the  following  dates,  each
Participating  Director  shall  automatically  be granted a Warrant to  purchase
2,000 Shares:  the day next  following  conclusion of the Company's  1995 Annual
Meeting  of  Shareholders  (the  "1995  Grant  Date"),  the day  next  following
conclusion of the Company's 1996 Annual Meeting of Shareholders (the "1996 Grant
Date"),  and the day next  following  conclusion of the  Company's  1997 Annual
Meeting of Shareholders (the "1997 Grant Date") (each, a "Grant Date").

               (b) Election to Decline Warrant. Any Participating  Director may,
by  written  notice  received  by the  Company  prior to the Grant  Date of such
Warrant,  elect to decline a Warrant,  in which case such  Warrant  shall not be
granted to him;  provided,  however,  that at no time shall the  Company  pay or
provide to such Participating Director anything of value in lieu of the declined
Warrant. In addition, any Participating Director may, by written notice received
by the  Company  prior to the  Grant  Date of such  Warrant,  revoke a  previous
election to decline a Warrant.
(c)  Expiration  of Warrants.  Subject to earlier  expiration  as
provided by Section 7, each Warrant shall expire on the fifth anniversary of its
Grant Date,  and to the extent any  Warrant  remains  unexercised  on such fifth
anniversary, it shall be forfeited.

        5. Exercise Price.  The price at which each Warrant shall be exercisable
shall be the fair market value per share (the  "Market  Value") of the Shares on
the Grant Date of such Warrant.  For purposes of this Plan,  the Market Value of
the Shares shall be the closing  price of the Shares on the  principal  national
securities  exchange  on which the Shares are then listed or admitted to trading
(if the Shares are then listed or admitted to trading on any national securities
exchange),  and the closing  price shall be the last reported sale price regular
way or, in case no such sale takes place on such date,  the last  reported  sale
price, regular way, so reported on the immediately preceding day on which a sale
takes  place.  If the  Shares  are not then so listed on a  national  securities
exchange,  the Market Value of the Shares on any date shall be the closing price
(the last  reported sale price  regular way) in the  over-the-counter  market as
reported by the National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation System ("Nasdaq"), if the closing price of the Shares is then reported
by Nasdaq.  If the closing  price of the Shares is not then  reported by Nasdaq,
the  Market  Value of the  Shares  on any date  shall be  deemed  to be the mean
between the  representative  closing  bid and asked  prices of the Shares in the
over-the-counter  market as  reported  by  Nasdaq.  If the  Shares are not then
reported  by  Nasdaq,  the  Market  Value of the  Shares on any date shall be as
furnished by any member of the National Association of Securities Dealers,  Inc.
selected from time to time by the Company for that purpose.  If no member of the
National  Association of Securities Dealers,  Inc. furnishes quotes with respect
to the Shares,  the Market Value shall be  determined  by such other  reasonable
method as is adopted by resolution of the Board of Directors.

        6. Vesting.  Subject to prior  expiration as provided by this Plan, each
Warrant shall vest and become  exercisable over a four-year period, as set forth
in this Section 6.

               (a) Warrants  Granted on 1995 Grant Date. Each Warrant granted on
the 1995 Grant Date shall vest and become exercisable as follows:

                      (i) a Warrant to purchase  500 Shares  shall first  become
               exercisable  on the date,  if any,  after the 1995  Grant Date on
               which the Market  Value of the Common Stock shall have equaled or
               exceeded  $7.00 per share  for any 20 of 30  consecutive  trading
               days;

                      (ii) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1996 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $12.00 per share for any 20 of 30 consecutive
               trading days;

                      (iii) an  additional  Warrant to purchase 500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1997 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $16.00 per share for any 20 of 30 consecutive
               trading days; and
(iv) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1998 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days.

               (b) Warrants  Granted on 1996 Grant Date. Each Warrant granted on
the 1996 Grant Date shall vest and become exercisable as follows:

                      (i) a Warrant to purchase  500 Shares  shall first  become
               exercisable  on the date,  if any,  after the 1996  Grant Date on
               which the Market  Value of the Common Stock shall have equaled or
               exceeded  $12.00 per share for any 20 of 30  consecutive  trading
               days;

                      (ii) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1997 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $16.00 per share for any 20 of 30 consecutive
               trading days;

                      (iii) an  additional  Warrant to purchase 500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1998 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days; and

                      (iv) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1999 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days.

               (c) Warrants  Granted on 1997 Grant Date. Each Warrant granted on
the 1997 Grant Date shall vest and become exercisable as follows:
 
                     (i) a Warrant to purchase  500 Shares  shall first  become
               exercisable  on the date,  if any,  after the 1997  Grant Date on
               which the Market  Value of the Common Stock shall have equaled or
               exceeded  $16.00 per share for any 20 of 30  consecutive  trading
               days;

                      (ii) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1998 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days;

                      (iii) an  additional  Warrant to purchase 500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               1999 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days; and
(iv) an  additional  Warrant to purchase  500 Shares shall
               first become  exercisable  on the date, if any,  after January 1,
               2000 on which the  Market  Value of the Common  Stock  shall have
               equaled or exceeded $20.00 per share for any 20 of 30 consecutive
               trading days.

        7.     Early Expiration of Warrants.

               (a)  Cessation  of  Service.  Upon  a  Participating   Director's
cessation of service as a member of the Board of Directors  for any reason other
than his  death,  all  outstanding  Warrants  then held by him  (whether  or not
currently  exercisable) shall, on the date of such cessation of service,  expire
and be of no further force or effect.

               (b)  Death.  Upon the  death of a  Participating  Director  while
serving as a member of the Board of Directors,  only those Warrants (or portions
thereof) that have vested by the date of death shall  thereafter be  exercisable
by his legal representative,  and such Warrants must be exercised within 90 days
after the date of death (but in no event after the  expiration  of the Warrant),
whereupon all such Warrants shall expire and be of no further force or effect.

        8. Loss of Eligibility.  If a Participating Director becomes an employee
of the Company or any of its subsidiaries,  then all Warrants already granted to
him hereunder shall continue in full force and effect,  in accordance with their
original  terms,  for so long as he remains a member of the Board of  Directors,
but he shall be entitled to no further grants of Warrants hereunder.

        9. Method of Exercise. A Warrant shall be exercised by written notice to
the  Company  specifying  the  number  of  whole  Shares  to  be  purchased  and
accompanied by full payment,  in cash, for such Shares. A Warrant, to the extent
otherwise  exercisable,  may be exercised in whole or in part,  provided that no
Warrant may be exercised for less than one whole Share.  Upon  determining  that
compliance  with  this  Plan  has  occurred,   including  compliance  with  such
reasonable  requirements  as the Company may impose  pursuant to Section 11, the
Company shall issue certificates for the Shares purchased.

        10.    Adjustment Provisions.  In the event (but only in the event) 
that:

               (a) in connection with a merger or  consolidation  of the Company
        or a sale by the Company of all or a part of its assets, the outstanding
        Shares are exchanged for a different  number or class of shares of stock
        or other securities of the Company,  or for shares of the stock or other
        securities of any other entity; or

               (b) new,  different or additional  shares or other  securities of
         the Company or of another entity are received by the holders of
         Shares; or

               (c) any  dividend  in the form of stock is paid to the holders of
         Shares, or any stock split or reverse split pertaining to the Shares is
         effected;
then appropriate adjustments shall be made to:

               (i) the number and kind of shares or other securities that may be
        issued upon exercise of Warrants not yet granted  (including the numbers
        of shares set forth in Sections 3 and 4(a));

               (ii) the  exercise  price per share to be paid upon  exercise  of
         each outstanding Warrant; and

               (iii) the number and kind of shares or other  securities  covered
        by each outstanding Warrant.

        11. Taxes; Compliance with Laws.

               (a) Taxes.  The Company,  if necessary or  desirable,  may pay or
withhold the amount of any tax attributable to any Shares deliverable under this
Plan,  and the Company  may defer  making  delivery  until it is  reimbursed  or
indemnified to its satisfaction for that tax.

               (b)  Securities  Laws   Compliance.   Each  grant  of  a  Warrant
hereunder,  and (unless a Registration Statement with respect thereto shall then
be effective under the Securities Act of 1933, as amended (the "1933 Act")) each
issuance of Shares upon  exercise of a Warrant,  shall be  conditioned  upon the
Company's prior receipt of a duly executed letter of investment  intent, in form
and content  satisfactory to counsel for the Company, of the Warrant holder that
such Warrant and such Shares are being  acquired by such Warrant  holder  solely
for  investment  and not with a view to,  or for sale in  connection  with,  any
distribution thereof, nor with any present intention of selling, transferring or
disposing of the same.  Any Shares  acquired by the Warrant holder upon exercise
of the  Warrant  may not  thereafter  be  offered  for sale,  sold or  otherwise
transferred unless (i) a Registration  Statement with respect thereto shall then
be effective  under the 1933 Act, and the Company shall have been furnished with
proof  satisfactory  to it that such Warrant holder has complied with applicable
state  securities  laws,  or (ii) the Company  shall have received an opinion of
counsel in form and substance  satisfactory  to counsel for the Company that the
proposed  offer for sale,  sale or  transfer  is  exempt  from the  registration
requirements  of the 1933 Act and the Shares may  otherwise  be  transferred  in
compliance  with the 1933 Act and in compliance  with any other  applicable law,
including all  applicable  state  securities  laws; and the Company may withhold
transfer,  registration  and  delivery  of  such  securities  until  one  of the
foregoing  conditions shall have been met. Unless a Registration  Statement with
respect  thereto shall then be effective  under the 1933 Act,  each  certificate
representing  Shares issued upon exercise of a Warrant shall bear an appropriate
legend  reflecting the foregoing.  Warrants are  exercisable,  and Shares can be
delivered under this Plan,  only in compliance  with all applicable  federal and
state laws and the rules of all stock  exchanges or trading markets on which the
Shares are listed or traded at any time.  A Warrant  may not be  exercised,  and
Shares may not be issued under any  Warrant,  until the Company has obtained the
necessary  consent or approval  (if any) of every  regulatory  body,  federal or
state, having jurisdiction over such matters as the Company deems advisable.
12.   Administration   and  Amendment  of  Plan.   This  Plan  shall  be
administered  by the Board of Directors.  This Plan may be terminated or amended
by the Board of Directors as it deems  advisable;  provided,  however,  that any
amendment  that  changes the timing of the grant of  Warrants,  the  eligibility
requirements for Participating Directors, the method of determining the exercise
price of Warrants,  the vesting schedule or expiration dates of Warrants, or the
number of Shares  subject to Warrants,  shall not be made more  frequently  than
every six months unless otherwise  necessary to comply with the Internal Revenue
Code of 1986, as amended,  the Employee  Retirement Income Security Act of 1974,
as amended, or any regulations thereunder.  In addition, the shareholders of the
Company  must  approve any  amendment  that would  materially  (a)  increase the
benefits  accruing to  Participating  Directors  under this Plan,  (b)  increase
(other than pursuant to Section 10) the number of securities  that may be issued
under  this  Plan,  or  (c)  modify  the  requirements  as  to  eligibility  for
participation  in the Plan.  No  amendment of this Plan may revoke or alter in a
manner adverse to a Participating Director any Warrants then outstanding.

         13.  Non-Transferability.   No  Warrant  granted  under  this  Plan  is
transferable other than by will or the laws of descent and distribution.  During
a Participating Director's lifetime, a Warrant may be exercised only by him.

        14.  No  Additional  Rights.   Except  as  provided  in  this  Plan,  no
Participating  Director  shall  have any claim or right to be  granted a Warrant
under  this Plan.  Neither  this Plan nor any action  taken  hereunder  shall be
construed as giving any person any right to continue to serve as a member of the
Board of Directors. No person, estate or other entity shall have any rights as a
shareholder  of the Company with respect to Shares  subject to Warrants  until a
certificate  for such Shares has been  delivered  to the person  exercising  the
Warrant in accordance with the terms of this Plan.

        15. Warrant  Certificates.  Each Warrant shall be evidenced by a written
warrant  certificate  which sets  forth (a) the number of Shares  subject to the
Warrant,  (b) the exercise price, (c) the vesting  schedule of the Warrant,  (d)
the expiration  date of the Warrant,  and (e) such  additional  provisions,  not
inconsistent with the Plan, as the Board of Directors may prescribe.

         16. Rule 16b-3 Qualification. Some or all of the Warrants granted under
this Plan are  intended  to  qualify  under  Rule  16b-3  promulgated  under the
Securities Exchange Act of 1934, as amended.

         17. In General. As used herein, the masculine pronoun shall include the
feminine  and  the  neuter,  and the  singular  shall  include  the  plural,  as
appropriate  to the  context.  As used  herein,  the term  "Section"  means  the
appropriate Section of this Plan.

         18. Effective Date. This Plan shall become  effective  immediately upon
its due ratification by the shareholders of the Company.

                                                    * * * * * *
The foregoing Transmation, Inc. Amended and Restated Directors' Warrant
Plan was duly adopted by the Board of Directors of Transmation,  Inc. on June 6,
1995.

                                               /s/ John A. Misiaszek
                                                   John A. Misiaszek, Secretary
Exhibit (99)(c)

                                   TRANSMATION, INC.

                   AMENDED AND RESTATED 1993 STOCK OPTION PLAN

1.      PURPOSE.

        The Transmation,  Inc. 1993 Stock Option Plan,  effective June 15, 1993,
amended and restated  effective January 17, 1995, and again amended and restated
effective  June 6, 1995 (the  "Plan"),  is designed to create an  incentive  for
executive and other employees of  Transmation,  Inc., an Ohio  corporation (the
"Company"), and its subsidiaries, to remain in the employ of the Company and its
subsidiaries and to contribute to their success by providing the opportunity for
stock  ownership.  The  Company may grant  under the Plan both  incentive  stock
options  within  the  meaning  of  Section  422 of  the  Internal  Revenue  Code
("Incentive  Stock Options") and stock options that do not qualify for treatment
as Incentive Stock Options  ("Nonstatutory  Stock  Options").  Unless  expressly
provided to the  contrary,  all  references  herein to  "Options"  include  both
Incentive Stock Options and Nonstatutory Stock Options.

2.      ADMINISTRATION.

        (a) The Plan shall be  administered  by a committee  (the "Stock  Option
Committee")  comprised of the members of the Compensation and Benefits Committee
of the  Board of  Directors  of the  Company  (the  "Compensation  and  Benefits
Committee"),  which shall be  comprised  of two or more  members of the Board of
Directors of the Company.  The Stock Option Committee shall be a subcommittee of
the Compensation and Benefits Committee.

        (b) Each  member of the Stock  Option  Committee  and each member of the
Compensation  and Benefits  Committee shall be a disinterested  director of the
Company  within  the  meaning  of Rule 16b-3  promulgated  under the  Securities
Exchange Act of 1934, as amended (the  "Exchange  Act"),  and at no time shall a
director serve on the Stock Option  Committee or the  Compensation  and Benefits
Committee if he has been granted or awarded  Options  under the Plan at any time
during  the one year  prior to his  service on such  Committee,  or during  such
service.

        (c) Subject to the express  provisions  of the Plan  (including  without
limitation  the provisions of Section 8(b)),  the Stock Option  Committee  shall
have the authority, in its discretion and without limitation:

               (i) to  determine  the  individuals  to whom Options are granted,
        whether  an Option is  intended  to be an  Incentive  Stock  Option or a
        Nonstatutory  Stock  Option,  the times when such  individuals  shall be
        granted Options,  the number of shares to be subject to each Option, the
        term of each Option, the date when each Option shall become exercisable,
        whether  an  Option  shall  be  exercisable  in  whole  or  in  part  in
        installments,  the number of shares to be  subject to each  installment,
        the date each  installment  shall become  exercisable,  the term of each
        installment, and the option price of each Option; and
(ii) to make all other determinations  necessary or advisable for
         administering the Plan;

provided,  however,  that notwithstanding any other provision of the Plan to the
contrary,  all  actions  of  the  Stock  Option  Committee,   including  without
limitation  the  granting  of  Options  under the Plan,  shall be subject to the
approval of the  Compensation and Benefits  Committee,  and any action taken by
the Stock Option  Committee  without such approval shall be null and void and of
no effect.

        (d) The Stock Option  Committee  shall act by majority vote.  Subject to
the  proviso  contained  in  Section  2(c),  the  decision  of the Stock  Option
Committee  on  any  question  concerning  or  involving  the  interpretation  or
administration of the Plan shall, as between the Company and Option holders,  be
final and  conclusive.  The Stock  Option  Committee  and the  Compensation  and
Benefits Committee may consult with counsel, who may be counsel for the Company,
and shall not incur any liability for any action taken in good faith in reliance
upon the advice of counsel.

3.      ELIGIBILITY.

        (a)  Participants  in the Plan  shall be  selected  by the Stock  Option
Committee from among the full-time employees of the Company, including those who
are also directors or officers  thereof.  An employee on leave of absence may be
considered as still in the employ of the Company for purposes of eligibility for
participation  in the Plan.  All  references  in this Plan to  employees  of the
Company shall include  employees of any parent or subsidiary of the Company,  as
those terms are defined in Section 424 of the Internal Revenue Code.

        (b) The right of the  Company  to  terminate  the  employment  of a Plan
participant at any time, with or without cause, shall in no way be restricted by
the existence of the Plan,  any Option  granted  hereunder,  or any stock option
agreement relating thereto.

4.      NUMBER OF SHARES.

        Subject to the  provisions  of Section 5, the total  number of shares of
the Company's common stock, par value $.50 per share (the "Common Stock"), which
may be issued  under  Options  granted  pursuant  to the Plan  shall not  exceed
400,000. Shares subject to the Plan may be either authorized but unissued shares
or shares that were once issued and subsequently  reacquired by the Company. If
any Option is surrendered  before exercise,  or lapses without exercise,  or for
any other reason ceases to be exercisable,  the shares  reserved  therefor shall
continue to be available for the grant of Options under the Plan. The Plan shall
terminate on June 14, 2003, or the earlier  dissolution  of the Company,  and no
Option shall be granted after such date.
5.      ADJUSTMENT PROVISIONS.

        In the event that:

               (a) in connection with a merger or  consolidation  of the Company
        or a sale by the Company of all or a part of its assets, the outstanding
        shares of Common Stock are exchanged for a different  number or class of
        shares of stock or other securities of the Company, or for shares of the
        stock or other securities of any other entity; or

               (b) new,  different or additional  shares or other  securities of
        the Company or of another  entity are  received by the holders of Common
        Stock, whether by way of recapitalization or otherwise; or

               (c) any  dividend  in the form of stock is made to the holders of
        Common Stock,  or any stock split or reverse split  pertaining to Common
        Stock is effected;

then the Stock Option Committee shall make the appropriate adjustment to:

               (i) the number and kind of shares or other securities that may be
         issued upon exercise of Options yet to be granted;

               (ii) the option price per share to be paid upon  exercise of each
         outstanding Option; and

               (iii) the number and kind of shares or other  securities  covered
         by each outstanding Option.

6.      ANNUAL LIMITATION ON INCENTIVE STOCK OPTIONS.

        The aggregate fair market value (determined as of the date the Option is
granted)  of the  shares  with  respect to which  Incentive  Stock  Options  are
exercisable  for the first time by a grantee during any calendar year (under all
plans of the Company and any parent and  subsidiaries  of the Company) shall not
exceed $100,000.

7.      OPTION PRICE.

        (a) For purposes of the Plan,  the term "Grant Date" shall mean the date
on which the grant of an Option is duly authorized by the Stock Option Committee
and approved by the  Compensation  and Benefits  Committee.  The option price at
which an Option shall be exercisable shall be at least the fair market value per
share of the  Common  Stock on the Grant  Date of such  Option.  However,  if an
Incentive  Stock  Option is granted to any person who would,  after the grant of
such Option, be deemed to own stock possessing more than 10 percent of the total
combined  voting power of all classes of stock of the Company,  or of any parent
or  subsidiary  of the Company (a "Ten Percent  Shareholder"),  the option price
shall be not less than 110  percent  of the fair  market  value per share of the
Common Stock on the Grant Date of such Option.
(b) For  purposes of the Plan,  the fair  market  value per share of the
Common Stock on any date ("Fair Market Value") shall be the closing price of the
Common Stock on the principal national  securities  exchange on which the Common
Stock is then listed or admitted to trading,  and the closing price shall be the
last  reported  sale price  regular way or, if no sale takes place on such date,
the average of the closing bid and closing asked prices regular way, as reported
by such  exchange.  If the  Common  Stock is not then so listed or  admitted  to
trading on a national securities  exchange,  then Fair Market Value shall be the
closing price of the Common Stock in the over-the-counter  market as reported by
the National  Association  of  Securities  Dealers  Automated  Quotation  System
("NASDAQ"),  and the closing price shall be the last reported sale price regular
way or, if no sale takes place on such date,  the average of the closing bid and
closing  asked prices  regular  way, as reported by NASDAQ.  If the Common Stock
closing  price is not then  reported by NASDAQ,  then Fair Market Value shall be
the mean between the representative  closing bid and closing asked prices of the
Common Stock in the over-the-counter market as reported by NASDAQ. If the Common
Stock bid and asked  prices are not then  reported  by NASDAQ,  then Fair Market
Value shall be the quote furnished by any member of the National  Association of
Securities  Dealers,  Inc.  selected  from time to time by the  Company for that
purpose. If no member of the National  Association of Securities  Dealers,  Inc.
then furnishes  quotes with respect to the Common Stock,  then Fair Market Value
shall  be  determined  by  resolution  of  the  Company's  Board  of  Directors.
Notwithstanding  the foregoing  provisions of this Section 7(b), if the Board of
Directors  shall at any time  determine  that it is  impracticable  to apply the
foregoing  methods of determining Fair Market Value, then the Board of Directors
is hereby empowered to adopt any other reasonable method for such purpose.

8.      TERM OF OPTIONS; EXERCISABILITY.

        (a)  Subject to the  provisions  of Section  18, the term of each Option
shall be  determined  by the Stock  Option  Committee,  but in no event shall an
Option be exercisable,  either in whole or in part,  after the expiration of ten
years from the Grant Date of such  Option.  Notwithstanding  the  foregoing,  an
Incentive  Stock  Option  granted  to a Ten  Percent  Shareholder  shall  not be
exercisable, either in whole or in part, after the expiration of five years from
the Grant Date of such Option.  The Stock Option  Committee and an Option holder
may at any time by mutual  agreement  terminate  any Option  held by such Option
holder.

        (b) Subject to prior  expiration or termination as provided by the Plan,
each Option shall vest and become  exercisable over a four-year  period,  as set
forth in this Section 8(b).

               (i) Each Option,  if any,  granted  during the 1995 calendar year
shall vest and become exercisable as follows:

                      (A)  25  percent  of  the  Option   shall   first   become
               exercisable  on the date,  if any,  after the Grant Date on which
               Fair Market Value shall have equaled or exceeded  $7.00 per share
               for any 20 of 30 consecutive trading days;
(B) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1996 on
               which Fair Market Value shall have equaled or exceeded $12.00 per
               share for any 20 of 30 consecutive trading days;

                      (C) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1997 on
               which Fair Market Value shall have equaled or exceeded $16.00 per
               share for any 20 of 30 consecutive trading days; and

                      (D)  the  balance  of  the  Option   shall  first   become
               exercisable  on the date, if any,  after January 1, 1998 on which
               Fair Market Value shall have equaled or exceeded $20.00 per share
               for any 20 of 30 consecutive trading days.

               (ii) Each Option,  if any,  granted during the 1996 calendar year
shall vest and become exercisable as follows:

                      (A)  25  percent  of  the  Option   shall   first   become
               exercisable  on the date,  if any,  after the Grant Date on which
               Fair Market Value shall have equaled or exceeded $12.00 per share
               for any 20 of 30 consecutive trading days;

                      (B) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1997 on
               which Fair Market Value shall have equaled or exceeded $16.00 per
               share for any 20 of 30 consecutive trading days;

                      (C) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1998 on
               which Fair Market Value shall have equaled or exceeded $20.00 per
               share for any 20 of 30 consecutive trading days; and

                      (D)  the  balance  of  the  Option   shall  first   become
               exercisable  on the date, if any,  after January 1, 1999 on which
               Fair Market Value shall have equaled or exceeded $20.00 per share
               for any 20 of 30 consecutive trading days.

               (iii) Each Option,  if any, granted during the 1997 calendar year
shall vest and become exercisable as follows:

                      (A)  25  percent  of  the  Option   shall   first   become
               exercisable  on the date,  if any,  after the Grant Date on which
               Fair Market Value shall have equaled or exceeded $16.00 per share
               for any 20 of 30 consecutive trading days;

                      (B) an  additional  25 percent of the Option  shall  first
               become  exercisable on the date, if any, after January 1, 1998 on
               which Fair Market Value shall have equaled or exceeded $20.00 per
               share for any 20 of 30 consecutive trading days;

                    (C) an  additional  25  percent of the  Option  shall  first
               become  exercisable on the date, if any, after January 1, 1999 on
               which Fair Market Value shall have equaled or exceeded $20.00 per
               share for any 20 of 30 consecutive trading days; and

                      (D)  the  balance  of  the  Option   shall  first   become
               exercisable  on the date, if any,  after January 1, 2000 on which
               Fair Market Value shall have equaled or exceeded $20.00 per share
               for any 20 of 30 consecutive trading days.

9.      STOCK OPTION AGREEMENTS.

        Each Option shall be evidenced by a written  agreement which sets forth:
(a) the number of shares  subject to the Option;  (b) the option price;  (c) the
vesting schedule of the Option;  (d) the expiration date of the Option;  (e) the
method of  payment on  exercise  of the  Option;  (f)  whether  the Option is an
Incentive Stock Option or a Nonstatutory  Stock Option;  and (g) such additional
provisions,  not  inconsistent  with the Plan, as the Stock Option Committee may
prescribe.

10.     EXERCISE OF OPTIONS.

        (a) Each Option, or any installment thereof, shall be exercised, whether
in whole or in part,  by giving  written  notice to the Company at its principal
office,  specifying the number of shares of Common Stock being purchased and the
purchase  price being paid,  and  accompanied by payment in full of the purchase
price.

        (b) An Option  holder shall pay for the shares  subject to the Option by
one or any  combination  of the  following  methods,  as determined by the Stock
Option Committee on the Grant Date of the Option:  (i) in cash, (ii) by delivery
of shares of Common Stock  already owned by the Option  holder,  or (iii) by the
Company  withholding shares of Common Stock that would otherwise be delivered to
the Option holder upon such  exercise of the Option.  Any shares of Common Stock
that are so  delivered  or withheld  to pay the option  price shall be valued at
Fair Market Value on the date of such Option exercise.

        (c) The  exercise  of an Option  shall be  conditioned  upon the  Option
holder making  arrangements  satisfactory to the Stock Option  Committee for the
payment to the Company of the amount of all taxes  required by any  governmental
authority  to be  withheld  and paid  over by the  Company  to the  governmental
authority on account of the exercise.  The payment of such withholding  taxes to
the Company shall be made by one or any combination of the following methods, as
determined by the Stock Option Committee on the Grant Date of the Option: (i) in
cash, or (ii) by the Company withholding such taxes from any other compensation
owed to the Option holder by the Company or any of its subsidiaries.

11.     NON-ASSIGNMENT.

        Each Option by its terms shall  provide that it is not  transferable  by
the grantee otherwise than by will or the laws of descent and distribution,  and
that during the lifetime of the grantee, it is exercisable only by him.
12.     DEATH OF GRANTEE.

        In the event that a grantee shall die (i) while he is an employee of the
Company,  or within three months after termination of such employment,  and (ii)
prior to the complete  exercise of Options  granted to him under the Plan,  then
any such remaining  Options with exercise periods  outstanding may be exercised,
in whole or in part,  within one year after the date of the grantee's  death and
then only:

               (a) by the  grantee's  estate  or by such  person(s)  to whom the
        grantee's  rights hereunder shall have passed under his will or the laws
        of descent and distribution;

               (b) to the extent that the grantee was  entitled to exercise  the
         Option on the date of his death,  and subject to all of the  conditions
         on exercise imposed hereby; and

               (c) prior to the expiration of the term of the Option.

13.     TERMINATION OF EMPLOYMENT.

        (a) During the  lifetime of a grantee,  an Option  shall be  exercisable
only  while  he is  an  employee  of  the  Company  and  has  been  an  employee
continuously  since the Grant Date of the Option,  or within  three months after
the date on which he ceases to be such an  employee  for any  reason;  provided,
however,  that in the case of a grantee who is permanently and totally  disabled
(within the meaning of Section  22(e)(3) of the  Internal  Revenue  Code),  such
three-month period shall instead be one year.

        (b) Any Option that is exercisable after  termination of employment,  as
provided  by Section  13(a),  shall be  exercisable  only to the extent that the
grantee  would  have  been  entitled  to  exercise  the  Option  on the  date of
termination of employment; and further, no Option shall be exercisable after the
expiration of the term thereof.

        (c) For purposes of this Section 13, an employment relationship shall be
treated as continuing during the period when a grantee is on military duty, sick
leave or other  bona fide  leave of absence if the period of such leave does not
exceed 90 days or, if longer,  so long as a statute or contract  guarantees  the
grantee's  right to  re-employment  with the  Company.  When the period of leave
exceeds  90  days  and  the  individual's  right  to  re-employment  is  not  so
guaranteed,  the employment  relationship  shall be deemed to have terminated on
the 91st day of such leave.

14.     ADDITIONAL REQUIREMENTS.

        Each  grant of an  Option  under the Plan,  and  (unless a  Registration
Statement with respect  thereto shall then be effective under the Securities Act
of 1933,  as amended (the  "Securities  Act")) each issuance of shares of Common
Stock upon exercise of an Option,  shall be conditioned upon the Company's prior
receipt of a duly  executed  letter of  investment  intent,  in form and content
satisfactory  to counsel for the Company,  of the Option holder that such Option
and such shares are being  acquired by such holder solely for investment and not
with a view to, or for sale in connection  with, any distribution  thereof,  nor
with any present
intention  of selling,  transferring  or  disposing  of the same.  Any shares of
Common  Stock  acquired  by the  holder  upon  exercise  of the  Option  may not
thereafter  be offered  for sale,  sold or  otherwise  transferred  unless (a) a
Registration  Statement with respect  thereto shall then be effective  under the
Securities   Act,  and  the  Company  shall  have  been   furnished  with  proof
satisfactory  to  it  that  such  holder  has  complied  with  applicable  state
securities laws, or (b) the Company shall have received an opinion of counsel in
form and  substance  satisfactory  to counsel for the Company  that the proposed
offer for sale, sale or transfer is exempt from the registration requirements of
the  Securities  Act and may otherwise be  transferred  in  compliance  with the
Securities Act and in compliance with any other  applicable  law,  including all
applicable  state  securities  laws;  and the  Company  may  withhold  transfer,
registration  and  delivery  of  such  securities  until  one of  the  foregoing
conditions shall have been met.

15.     LISTING AND REGISTRATION.

        The Company,  in its discretion,  may postpone the issuance and delivery
of shares upon any exercise of an Option until completion of such stock exchange
listing,  or registration or other  qualification of such shares under any state
or federal law, rule or regulation, as the Company may consider appropriate; and
may require any person  exercising  an Option to make such  representations  and
furnish such  information  as it considers  appropriate  in connection  with the
issuance of the shares in compliance  with  applicable  law,  including  without
limitation  federal or state laws regulating the sale or issuance of securities.
Notwithstanding  the  foregoing,  the  Company  shall be  under  no  obligation
whatsoever to list,  register or otherwise qualify any shares subject to Options
under the Plan.

16.     RIGHTS AS A SHAREHOLDER.

        No Option holder shall have any rights as a shareholder  with respect to
the shares of Common  Stock  purchased  by him  pursuant  to the  exercise of an
Option until the date of the issuance to him of a stock certificate representing
such shares.  No adjustment shall be made for dividends or for  distributions of
any other kind with  respect to shares for which the record date is prior to the
date of the issuance to the Option holder of a certificate for the shares.

17.     EFFECT OF ACQUISITION, REORGANIZATION OR LIQUIDATION.

        Notwithstanding  any  provision  to the  contrary in this Plan or in any
agreement  evidencing  Options  granted  hereunder,  all Options  with  exercise
periods then currently outstanding shall become immediately  exercisable in full
and  remain   exercisable  until  their  expiration  in  accordance  with  their
respective terms upon the occurrence of either of the following events:

               (a) the first purchase of shares pursuant to a tender or exchange
        offer  which is  intended  to  effect  the  acquisition  of more than 50
        percent  of the  voting  power of the  Company  (other  than a tender or
        exchange offer made by the Company); or
(b) approval by the  Company's  shareholders  of: (i) a merger or
        consolidation  of the Company  with or into another  corporation  (other
        than a merger or  consolidation  in which the  Company is the  surviving
        corporation  and  which  does  not  result  in any  reclassification  or
        reorganization  of the  shares),  (ii) a sale or  disposition  of all or
        substantially  all of the Company's  assets, or (iii) a plan of complete
        liquidation or dissolution of the Company.

18.     CONDITIONAL OPTIONS.

        Prior to approval and  ratification  of the Plan by the  shareholders of
the Company,  the Stock Option Committee may grant  "Conditional  Options" under
the Plan.  In addition,  in the event that any  amendment  to the Plan  requires
approval and ratification by the shareholders,  then prior to such approval and
ratification the Stock Option Committee may grant Conditional  Options under the
Plan. Conditional Options may be granted under the Plan only under the following
conditions:   (a)  a  Conditional  Option  shall  be  clearly  identified  as  a
Conditional  Option;  (b) the grant of a  Conditional  Option shall be expressly
conditioned  upon the approval and ratification of the Plan (or of the amendment
to the Plan, as the case may be) by the  shareholders  of the Company;  (c) such
shareholder  approval  and  ratification  shall  occur no later  than the Annual
Meeting of  Shareholders of the Company next following the effective date of the
Plan  (or  of  the  amendment  to the  Plan,  as  the  case  may  be);  and  (d)
not-withstanding  any other  provision of the Plan,  no holder of a  Conditional
Option shall have any right to exercise  such Option prior to such  approval and
ratification  of the Plan (or of the  amendment to the Plan, as the case may be)
by the shareholders.  Notwithstanding  any other provision of the Plan, prior to
approval and  ratification  of the Plan (or of the amendment to the Plan, as the
case may be) by the  shareholders  of the Company,  no holder of a  Condition-al
Option shall have any right to sell,  assign,  transfer,  pledge or encumber the
Conditional Option, or the shares underlying the Conditional  Option,  except by
will or the laws of descent and  distribution  (unless,  in the case of a holder
who is subject to the provisions of Section 16 of the Exchange Act,  transfer by
will or the laws of descent and  distribution  would cause the Option to fail to
satisfy the  requirements of a conditional  option under Rule 16b-3  promulgated
under the Exchange Act). If the  shareholders of the Company fail to approve and
ratify  the  Plan (or the  amendment  to the  Plan,  as the case may be) at such
Annual Meeting of Shareholders,  then all Conditional  Options granted hereunder
conditioned upon such approval and ratification shall be automatically cancelled
and shall immediately become null and void.

19.     AMENDMENT OF PLAN.

        The Plan may be amended at any time by the Board of Directors,  provided
that  (except  for  amendments  made  pursuant to Section 5) no  amendment  made
without the approval and  ratification of the  shareholders of the Company shall
increase the total number of shares  which may be issued under  Options  granted
pursuant to the Plan,  reduce the minimum  option price,  extend the latest date
upon which Options may be granted or shall be  exercisable,  change the class of
employees  eligible  to  be  granted  Options,  reduce  the  Fair  Market  Value
requirements  for  exercisability  set  forth  in  Section  8(b),  or  otherwise
materially increase the benefits accruing to participants under the Plan.
20.     NO RESERVATION OF SHARES.

        The Company  shall be under no  obligation  to reserve  shares of Common
Stock or other  securities  to satisfy the  exercise  of  Options.  The grant of
Options  hereunder shall not be construed as constituting the establishment of a
trust of such shares,  and no particular  shares shall be identified as optioned
or reserved for issuance  hereunder.  The Company  shall have  complied with the
terms of the Plan if, at the time of its delivery of shares upon the exercise of
any Option,  it has a sufficient  number of shares  authorized and unissued,  or
issued and held in its  treasury,  which may then be  delivered  under the Plan,
irrespective of the date on which such shares were authorized.

21.     APPLICATION OF PROCEEDS.

        The proceeds of the sale of shares of Common Stock by the Company  under
the Plan will  constitute  general  funds of the  Company and may be used by the
Company for any purpose.

22.     RULE 16B-3 QUALIFICATION.

        Some or all of the  Options  granted  under  the  Plan are  intended  to
qualify under Rule 16b-3 promulgated under the Exchange Act.

23.     IN GENERAL.

        (a) As used herein, the masculine pronoun shall include the feminine and
the neuter, as appropriate to the context.

        (b) As used  herein,  the term  "Section"  shall  mean  the  appropriate
Section of the Plan.

                                                     * * * * *

The foregoing Transmation,  Inc. Amended and Restated 1993 Stock Option Plan was
duly adopted by the Board of Directors of Transmation, Inc. on June 6, 1995.

                                           /s/ John A. Misiaszek
                                               John A. Misiaszek, Secretary
Exhibit (99)(e)

                               TRANSMATION, INC.

                          EMPLOYEES' STOCK PURCHASE PLAN

1.      Purpose and Effect of Plan

        The  purpose  of  the  Plan  is  to  secure  for  the  Company  and  its
shareholders  the benefits of the incentive  inherent in the ownership of Common
Stock by  present  and  future  employees  of the  Company  and  certain  of its
subsidiaries.  The Plan is intended to conform with the provisions of Rule 16b-3
promulgated under the Act and the terms of Code section 423.

2.      Definitions

        Where  indicated by initial capital  letters,  the following terms shall
have the following respective meanings:

        (a) Act:  the Securities Exchange Act of 1934, as amended.

        (b) Base  Compensation:  the regular earnings of an Eligible  Employee,
including (if any) overtime, bonuses and salary reduction contributions pursuant
to elections under a plan subject to Code sections 125 or 401(k).

        (c)  Board:  the Board of Directors of the Company.

        (d)  Code:  the  Internal  Revenue  Code of  1986,  as  amended,  or any
subsequently enacted federal revenue law. A reference to a particular section of
the Code shall include a reference to any  regulations  issued under the section
and to the  corresponding  section of any  subsequently  enacted federal revenue
law.

         (e) Committee:  the committee  established  pursuant to Section 4 to be
responsible for the general administration of the Plan.

         (f) Common Stock: the Company's Common Stock, par value $.50 per share.

         (g) Company:   Transmation,   Inc.   and  any   successor  by  merger,
consolidation or otherwise.

         (h) Custodian:  the  custodian  appointed by the Board to maintain the
Investment  Accounts  established in accordance  with Section 9, which custodian
may be the  Company  itself,  any  employee of the Company or any third party so
appointed.

         (i) Designated Subsidiary: each subsidiary of the Company, now owned or
hereafter created or acquired,  which the Board in its sole discretion hereafter
designates as a participating employer under the Plan.

        (j)  Eligible Employee:  any employee of the Company or of any
Designated Subsidiary who meets the eligibility requirements of Section 5.
(k)  Enrollment  Form:  the form filed with the  Committee  authorizing
payroll deductions pursuant to Section 6.

        (l) Fair Market Value:  the last reported per share sale price,  regular
way, of the Common  Stock as  reported by Nasdaq on the date in question  or, if
the Common Stock shall not have traded on Nasdaq on such date, the last reported
per share sale price, regular way, so reported on the immediately  preceding day
on which the Common Stock so traded.

         (m) Investment Account:  the account established for each Participating
Employee  to hold  Common  Stock  purchased  under the Plan in  accordance  with
Section 9.

         (n)  Investment  Date:  the last business day of each calendar month on
which shares of Common Stock are or could be traded on Nasdaq.

         (o)  Issuance  Dates:   the  dates  on  or  about  which   certificates
representing  shares of Common Stock held in the  Investment  Accounts  shall be
issued to each Participating Employee. Unless or until changed by the Board, the
Issuance Dates shall be March 31 and September 30 of each year.

        (p)    Nasdaq:  the Nasdaq Stock Market.

         (q)  Participating   Employee:  an  Eligible  Employee  who  elects  to
participate in the Plan by filing an Enrollment  Form in accordance with Section
6.

         (r)  Payroll  Deduction  Account:  the  account  established  for  each
Participating Employee to hold payroll deductions in accordance with Section 6.

         (s) Plan: the Transmation,  Inc.  Employees' Stock Purchase Plan as set
forth herein and as amended from time to time.

         (t) Purchase Price:  the price for each share of Common Stock purchased
under the Plan,  which shall be 85% of the Fair Market Value of the Common Stock
on the applicable Investment Date.

3.      Shares Subject to the Plan

        Subject to the  provisions  of Section 12, the total number of shares of
Common  Stock that may be  purchased  under the Plan  shall not exceed  450,000.
Shares  subject  to the Plan may be either  authorized  but  unissued  shares or
shares that were once issued and subsequently reacquired by the Company.

4.      Administration of the Plan

        (a) The Plan shall be  administered  by the  Committee,  which  shall be
appointed  by the Board and shall be  comprised  of two or more  members  of the
Board.  Each member of the Committee  shall be a  disinterested  director of the
Company within the meaning of
Rule 16b-3  promulgated  under the Act. The Committee  shall be the Stock Option
Committee  under the  Transmation,  Inc.  Amended and Restated 1993 Stock Option
Plan unless the Board shall appoint another committee to administer the Plan.

        (b) Subject to the express  provisions of the Plan, the Committee  shall
have the  authority to take any and all actions  necessary to implement the Plan
and to interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other  determinations  necessary or advisable in
administering the Plan. All of such  determinations  shall be final and binding
upon all persons.  A quorum of the Committee  shall consist of a majority of its
members  and the  Committee  may act by vote of a majority  of its  members at a
meeting at which a quorum is present,  or without a meeting by a written consent
to the action taken signed by all members of the  Committee.  The  Committee may
request  advice or  assistance or employ such other persons as are necessary for
proper administration of the Plan.

5.      Eligible Employees

        Any employee of the Company or of any  Designated  Subsidiary  (a) whose
customary  employment  is for more than 20 hours per week,  and (b) who has been
employed  for one  year or more,  shall  be an  Eligible  Employee  eligible  to
participate in the Plan.

6.      Election to Participate

        (a) An Eligible Employee may become a Participating  Employee  effective
on the first day of any calendar month  coincident with or following the date he
becomes an Eligible  Employee by filing with the Committee,  in care of the Vice
President-Human  Resources  of  the  Company,  an  Enrollment  Form  authorizing
specified regular payroll  deductions from his Base  Compensation.  Such regular
payroll  deductions shall not exceed 10 percent of his Base Compensation for any
pay period. All such regular payroll deductions shall be credited to the Payroll
Deduction  Account  that  the  Company  has  established  in  the  name  of  the
Participating Employee.

        (b) A Participating  Employee may increase or decrease the amount of his
regular payroll  deduction by filing a new Enrollment Form to be effective as of
the first day of the next following calendar month.

        (c) A Participating Employee may at any time, by filing a new Enrollment
Form so  stating,  withdraw  from  the  Plan  and  cease  to be a  Participating
Employee.  An employee  who has ceased to be a  Participating  Employee  may not
again become a Participating Employee for six months.

        (d) In all cases,  Enrollment Forms must be filed with the Committee, in
care of the Vice  President-Human  Resources of the  Company,  at least ten days
before the beginning of a calendar month to be effective for that month,  unless
a shorter period of time is prescribed by the Committee.  An Enrollment Form not
filed within the prescribed filing period shall be effective on the first day of
the next following calendar month.
7.      Purchase of Shares

        Each  Participating  Employee  having  eligible  funds  in  his  Payroll
Deduction  Account on an  Investment  Date shall be deemed,  without any further
action,  to have purchased from the Company the number of whole shares of Common
Stock that the eligible funds in his Payroll Deduction Account could purchase at
the  Purchase  Price  on that  Investment  Date.  Under no  circumstances  shall
fractional  shares be  purchased  under the Plan.  All whole shares so purchased
shall be  maintained by the  Custodian,  as provided in Section 9, in a separate
Investment  Account for each  Participating  Employee.  Expenses incurred in the
purchase  of  shares  and the  expenses  of the  Custodian  shall be paid by the
Company.

8.      Limitation on Purchases

        (a) No Participating  Employee may purchase during any one calendar year
under the Plan (or under any other plan qualified under Code section 423) shares
of Common Stock having an aggregate  Fair Market Value  (determined by reference
to the Fair Market  Value on each  Investment  Date) in excess of  $25,000.  The
purpose of this limitation is to comply with Code section 423(b)(8).

        (b) A Participating Employee's Payroll Deduction Account may not be used
to purchase  Common Stock on any  Investment  Date to the extent that after such
purchase the Participating Employee would own (or be considered as owning within
the  meaning of Code  section  424(d)) 5 percent or more of the shares of Common
Stock then  outstanding.  For this purpose,  Common Stock that the Participating
Employee may purchase under any outstanding  option shall be treated as owned by
such  Participating  Employee.  As of the first  Investment  Date on which  this
Section 8(b) limits a Participating Employee's ability to purchase Common Stock,
he shall cease to be a Participating Employee.

9.      Investment Accounts; Stock Certificates

        (a)  The  Custodian  shall  maintain  an  Investment  Account  for  each
Participating  Employee.  All shares purchased under the Plan by a Participating
Employee shall, until the next Issuance Date, be uncertificated  shares credited
to his Investment Account. The Participating Employee (or, if he so indicates on
his Enrollment  Form, the  Participating  Employee jointly with one other person
with right of survivorship) shall have all of the rights of a shareholder of the
Company  with  respect to the shares  held in his  Investment  Account as of the
Investment Date on which such shares were purchased.

        (b) On or about each  Issuance  Date,  the  Custodian  shall  direct the
Company's  transfer  agent to issue in the name of each  Participating  Employee
(or,  if  he  so  indicates  on  his  Enrollment  Form,  in  the  name  of  such
Participating Employee jointly with one other person with right of survivorship)
a stock certificate  representing the whole shares of Common Stock then credited
to his Investment  Account.  Notwithstanding  the foregoing,  if on any Issuance
Date the Company does not have a currently effective  Registration  Statement on
Form S-8 under the  Securities  Act of 1933,  as  amended,  covering  the shares
subject to the Plan,  then the Custodian may postpone the issuance of such stock
certificates until such Registration Statement is effective.
(c) As a condition  of  participation  in the Plan,  each  Participating
Employee  agrees to notify the Company if he sells or otherwise  disposes of any
Common Stock  purchased by him under the Plan within two years of the Investment
Date on which such shares were purchased.

10.     Termination of Employment; Death

        In the  event  of the  death  or  termination  of  the  employment  of a
Participating  Employee for any reason, or if a Participating Employee ceases to
be such,  then no  further  purchases  of shares  shall be made by him under the
Plan.  In such  event,  the amount  remaining  in the  Participating  Employee's
Payroll  Deduction Account shall be promptly refunded to him (or to his estate),
and on or about the next following  Issuance Date a certificate shall be issued,
as provided in Section 9,  representing  the whole  shares then  credited to his
Investment Account.

11.     Rights Not Transferable

        Except as expressly  provided in Sections 9(b) and 10,  neither  payroll
deductions credited to a Participating Employee's Payroll Deduction Account, nor
any rights with regard to  participation in the Plan, nor the right to be issued
shares of Common  Stock  under the Plan  shall be  transferable  in any way by a
Participating Employee.

12.     Change in Capital Structure

        (a) In the event of a stock  dividend,  stock  split or  combination  of
shares,  recapitalization  or  merger  in which the  Company  is the  surviving
corporation,  or other change in the Company's  capital stock  applicable to all
shareholders  generally,  the  number  and  kind of  shares  of  stock  or other
securities  of the  Company  to be subject to the Plan,  the  maximum  number of
authorized but unissued  shares or other  securities that may be delivered under
the Plan, and other relevant  provisions shall be appropriately  adjusted by the
Committee, whose determination shall be binding on all persons.

        (b) If the  Company is a party to a  consolidation  or a merger in which
the Company is not the surviving corporation,  a transaction that results in the
acquisition of substantially all of the Company's  outstanding stock by a single
person or entity,  or a sale or transfer of  substantially  all of the Company's
assets,  the  Committee  may take such  actions  with respect to the Plan as the
Committee deems appropriate.

        (c) Notwithstanding  anything in the Plan to the contrary, the Committee
may  take  the  foregoing  actions  without  the  consent  of any  Participating
Employee,  and the Committee's  determination shall be conclusive and binding on
all persons for all purposes.

13.     Amendment of the Plan

        The Board may at any time,  or from time to time,  amend the Plan in any
respect;  provided,  however,  that the shareholders of the Company must approve
any  amendment  that would  materially  (a) increase  the  benefits  accruing to
Participating Employees under the
Plan, (b) increase  (other than pursuant to Section 12) the number of securities
that may be  issued  under  the  Plan,  or (c)  modify  the  requirements  as to
eligibility  for  participation  in  the  Plan.  The  Board's  designation  of a
Designated Subsidiary shall not be deemed to be an amendment of the Plan.

14.     Termination of the Plan

        The Plan and all rights of employees  hereunder to purchase shares shall
terminate:

        (a) on the Investment Date that Participating  Employees become entitled
to  purchase  a number of shares  greater  than the  number of shares  remaining
available for purchase hereunder; or

        (b)    on any date in the discretion of the Board.

In the event that the Plan terminates under the circumstances described in "(a)"
above,  the shares  remaining  available for purchase as of the termination date
shall be purchased  by  Participating  Employees  on a pro rata basis.  Upon any
termination of the Plan, the amounts remaining in each Participating  Employee's
Payroll Deduction Account shall be promptly refunded to him, and on or about the
next  following  Issuance  Date  certificates  shall be issued,  as  provided in
Section 9,  representing  the whole shares then  credited to each  Participating
Employee's Investment Account.

15.     Government and Other Regulations

        The Plan,  and the  grant and  exercise  of  rights to  purchase  shares
hereunder,  and the  Company's  obligation  to sell and deliver  shares upon the
exercise  of rights to  purchase  shares,  shall be  subject  to all  applicable
federal, state and foreign laws, rules and regulations, and to such approvals by
any  regulatory or  government  agency as may, in the opinion of counsel for the
Company, be required.

16.     Effective Date of the Plan

        Subject to due approval of the Plan by the  shareholders of the Company,
the Plan shall become effective on October 1, 1995.

17.     In General

        As used herein, the masculine pronoun shall include the feminine and the
neuter,  and the  singular  shall  include the  plural,  as  appropriate  to the
context.  As used herein,  the capitalized  term "Section" means the appropriate
Section of the Plan.

                                    * * * * *
The foregoing Transmation, Inc. Employees' Stock Purchase Plan was duly
adopted by the Board of Directors of Transmation, Inc. on June 6, 1995.

                                             /s/ John A. Misiaszek
                                                 John A. Misiaszek, Secretary