UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)*

                                 TransPro, Inc.
        -----------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
        -----------------------------------------------------------------
                         (Title of Class of Securities)

                                    893885103
                              --------------------
                                 (CUSIP Number)

                                December 31, 2004
        ----------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this 
Schedule is filed:

         /   /    Rule 13d-1(b)
         / X /    Rule 13d-1(c)
         /   /    Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities 
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that 
section of the Act but shall be subject to all other provisions of the Act 
(however, see the Notes).


CUSIP NO. 893885103


1.       Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).

         Athena Capital Management, Inc. 23-2520198
         Minerva Group, LP
         David P. Cohen
         ------------------------------------------------------------

2.       Check the Appropriate Box if a Member of a Group
         (a)
                  -----
         (b)
                  -----

3.       SEC Use Only
                      ---------------------------------------------

4.       Citizenship or Place of Organization

Athena Capital Management, Inc. - Delaware
Minerva Group, LP - Delaware
David P. Cohen - U.S. Citizen
                  ----------------------------------------

 Number of         5.     Sole Voting Power           Minerva - 210,000 
 Shares                                               David P. Cohen - 5,000
                                                      ------------------------
 Beneficially      6.     Shared Voting Power         Athena - 238,400
 Owned by                                             ------------------------
 Each Reporting    7.     Sole Dispositive Power      Minerva - 210,000
                                                      David P. Cohen - 5,000
 Person With:                                         ------------------------
                   8.     Shared Dispositive Power    Athena - 238,400
                                                      ------------------------

9.       Aggregate Amount Beneficially Owned by Each Reporting Person

Athena Capital Management, Inc. - 238,400
Minerva Group, LP - 210,000
David P. Cohen - 453,400 (includes shares beneficially owned by 
Athena, Minerva, and individually)
--------------------------

10.      Check if the Aggregate Amount in Row (9) Excludes Certain
         Shares
                  --------

11.      Percent of Class Represented by Amount in Row (9)	6.4%
                                                              --------

12.      Type of Reporting Person 

Athena Capital Management, Inc.					IA
Minerva Group, LP						PN
David P. Cohen							IN
                                                              --------------


CUSIP NO. 893885103


Item 1.

         (a)      Name of Issuer

                  TransPro, Inc.
                  -------------------------------------------------------

         (b)      Address of Issuer's Principal Executive Offices

                  100 Gando Drive, New Haven, CT 06513
                  -------------------------------------------------------
Item 2.

         (a)      Name of Persons Filing

                  Athena Capital Management, Inc.
                  Minerva Group, LP
                  David P. Cohen
                  -------------------------------------------------------

         (b)      Address of Principal Business Office or, if none,
                  Residence

                  4 Tower Bridge #222, 200 Barr Harbor Drive, 
		  West Conshohocken, PA 19428
                  -------------------------------------------------------

         (c)      Citizenship

                  David P. Cohen is a U.S. Citizen.
                  The reporting entities are organized under Delaware law.
                  -------------------------------------------------------

         (d)      Title of Class of Securities

                  Common Stock
                  -------------------------------------------------------

         (e)      CUSIP Number

                  893885103
                  -------------------------------------------------------

Item 3.  This statement is not filed pursuant to Rule 13d-1(b), 13d-2(b) or 
13d-2(c).


Item 4.   Ownership

          (a)  Amount beneficially owned: 

		Athena Capital Management, Inc. - 238,400
		Minerva Group, LP - 210,000
		David P. Cohen - 453,400 (includes shares beneficially 
		owned by Athena, Minerva, and individually)

          (b)  Percent of Class: 6.4%

          (c)  Number of shares as to which such person has:

               (i)  sole power to vote or to direct the vote: 

		Minerva Group, LP - 210,000
                David P. Cohen - 5,000

               (ii) shared power to vote or to direct the vote: 

		Athena Capital Management, Inc. - 238,400

               (iii)sole power to dispose or to direct the disposition of:
                    
		Minerva Group, LP - 210,000
                David P. Cohen - 5,000

               (iv) shared power to dispose or to direct the disposition of:
                    
		Athena Capital Management, Inc. - 238,400

Item 5.   Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.   Identification and Classification of the Subsidiary Which Acquired 
the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.   Identification and Classification of Members of the Group

Not Applicable.

Item 9.   Notice of Dissolution of Group

Not Applicable.

Item 10.  Certification

By signing below I certify that, to the best of my knowledge and belief, the 
securities referred to above were not acquired and are not held for the 
purpose of or with the effect of changing or influencing the control of the 
issuer of the securities and were not acquired and are not held in connection 
with or as a participant in any transaction having that purpose or effect.

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct.


                                     ATHENA CAPITAL MANAGEMENT, INC.


                                         February 9, 2005
                                         -------------------------------
                                                 Date

                                         David P. Cohen, President
                                         -------------------------------
                                                 Name/Title


					 By:  /s/  Beth N. Lowson
                                         -------------------------------
					 Beth N. Lowson
					 The Nelson Law Firm, LLC
					 75 South Broadway, 4th Floor
					 White Plains, NY 10601
					 Attorney In Fact



                                     MINERVA GROUP, LP

                                         February 9, 2005
                                         -------------------------------
                                                 Date

                                         David P. Cohen, President
                                         -------------------------------
                                                 Name/Title


					 By:  /s/  Beth N. Lowson
                                         -------------------------------
					 Beth N. Lowson
					 The Nelson Law Firm, LLC
					 75 South Broadway, 4th Floor
					 White Plains, NY 10601
					 Attorney In Fact




                                     


                                         February 9, 2005
                                         -------------------------------
                                                 Date

                                         David P. Cohen
					 -------------------------------

					 By:  /s/  Beth N. Lowson
                                         -------------------------------
					 Beth N. Lowson
					 The Nelson Law Firm, LLC
					 75 South Broadway, 4th Floor
					 White Plains, NY 10601
					 Attorney In Fact


			POWER OF ATTORNEY


The undersigned does hereby constitute and appoint Stephen J. Nelson and Beth 
N. Lowson, each of The Nelson Law Firm, LLC, 75 South Broadway, 4th Floor, 
White Plains, NY 10601, signing singly, with full power of substitution, as 
the true and lawful attorney of the undersigned, and authorizes and 
designates each of them to sign on behalf of the undersigned, and to file 
filings and any amendments thereto made by or on behalf of the undersigned in 
respect of the beneficial ownership of equity securities held by the 
undersigned, directly, indirectly  or  beneficially,  pursuant to Sections 
13(d),  13(g) and 16 of the Securities  Exchange Act of 1934, as amended (the 
"Exchange Act"), and the rules and  regulations  thereunder.  The undersigned 
acknowledges that the foregoing attorneys-in-fact, in serving in such 
capacity at the request of the undersigned, are not assuming any of the 
undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of 
the Exchange Act.

This Power of Attorney shall remain in full force and effect until withdrawn 
by the undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed as of this 21st day of January 2004. 

                                         

							/s/ David P. Cohen	

							David P. Cohen