<PAGE> 1
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934
(Amendment No. 3
)*
TRANSTECHNOLOGY CORP
(tt) ------------------------
----------------
(Name of Issuer)
Common Stock -------
-----------------------------
----
(Title of Class of
Securities)
89388910 ------
-----------------------------
-----
(CUSIP Number)
Check the following box if a fee is being paid
with this statement [ ]. (A fee is not required
only if the filing person: (1) has a previous
statement on file reporting beneficial ownership
of more than five percent of the
class of securities described in Item 1; and
(2) has
no amendment subsequent thereto reporting
beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*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).
(Continued on following
page(s))
Page 1 of 6
Pages
<PAGE> 2
CUSIP NO. 89388910 13G PAGE
2 OF 6
PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Kennedy Capital Management, Inc. Tax ID
#43-1225960
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
5 SOLE VOTING POWER
360,145
7.1%
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE
POWER
PERSON
WITH 407,595
8.0%
8 SHARED DISPOSITIVE
POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
407,595 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)
EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.0%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE
FILLING OUT!
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------
------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934 ----
----------------------------
-
Item 1. (a). Name of Issuer:
TRANSTECHNOLOGY CORP
(b). Address of Issuer's Principal Executive
Offices:
150 Allen Rd.
Liberty Corner, NJ 07938
Item 2. (a). Name of Person Filing:
Kennedy Capital
Management, Inc.
(b). Address of Principal
Business Office:
10829 Olive Blvd.
St. Louis, MO 63141
Page 3
of 6 Pages
<PAGE> 4
Item 2. (c). Citizenship:
Missouri
Corporation
(d). Title of Class of
Securities:
Common Stock
(e). CUSIP Number:
89388910
Item 3. This statement is filed
pursuant to Rule
13D-1(B)(ii)(G). The entity
filing is an Investment
Adviser registered under
section 203 of the Investment
Advisers
Act of 1940.
Item 4. Ownership.
(a). Amount
Beneficiall
y Owned
407,595
shares
(b). Percent of
Class:
8.0%
(c). Number of Shares as to which
such entity has:
(i) sole power to vote or to
direct the
vote 360,145 shares
(ii) shared power to vote or to
direct
the vote None
(iii) sole power to dispose or
to direct
the disposition of 407,595 shares
(iv) shared power to dispose or
to direct the disposition of
None
Page 4 of 6 Pages
<PAGE> 5
Item 5. If this statement is being
filed to
report
the fact that as of the date
hereof the reporting person
has ceased to be the
beneficial owner of more than
five percent of the class of
securities, check the
following. [ ]
Item 6. Ownership of More Than
Five Percent on
Behalf of Another Person:
Item 7. Identification and
Classification of
Subsidiaries which Acquired the
Security Being Reported on by
the Parent Holding Company:
Item 8. Identification and
Classification of
Members
of the Group:
Page 5 of 6 Pages
<PAGE> 6
Item 9. Notice of Dissolution of
Group:
Item 10. Certification:
By signing below I certify that, to
the best of
my knowledge and belief, the
securities referred to above were
acquired in the ordinary course of
business and were not acquired for the
purpose of and do not have the effect
of changing or influencing the control
of the issuer of such securities and
were not acquired in connection
with or as a participant in any transaction
having such 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.
By: Gerald Kennedy
-------------------
--------
Title:
President
Dated: 2-10-98
Page
6 of 6 Pages
