UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Item 1.

Security and Issuer

This Amendment No. 2 to Statement on Schedule 13D (this “Schedule 13D” or this “Statement”) is filed by Roger Brown (“Mr. Brown” or the “Reporting Person”).  The class of equity securities to which this Schedule 13D relates is the Common Stock, $0.01 par value per share (the “Common Stock” or “Shares”), of Proliance International, Inc., a Delaware corporation (the “Company”).  The address of the Company’s principal executive offices is 100 Gando Drive, New Haven, CT 06513.

Amendment No. 1 to this Statement reported, among other things, the existence of certain conversations between the Reporting Person and each of Michael Lerner (“Mr. Lerner”), Arthur Slaven (“Mr. Slaven”) and John McLinden (“Mr. McLinden”) that could have been deemed to constitute the existence of an agreement among them to act together for the purpose of acquiring, holding, voting or disposing of Shares.  Subsequent to the filing of Amendment No. 1 to this Statement, the Reporting Person broke off all discussions with Messrs. Lerner, Slaven and McLinden regarding Shares.  Accordingly, as of the date of this Amendment No. 2, Messrs. Lerner, Slaven and McLinden shall no longer be deemed to constitute a part of any “group” for purposes of Rule 13d-5 with the Reporting Person with respect to the Shares.  As a result, Mr. Lerner will file a separate ownership report pursuant to Section 13(d) and Messrs. Slaven and McLinden will no longer be required to report their ownership pursuant to Section 13(d).

Notwithstanding the foregoing, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Person or Messrs. Lerner, Slaven or McLinden were members of a “group” for purposes of Rule 13d-5, or that any such “group” existed, and each of them expressly disclaims the existence of, or membership in, any such “group” and beneficial ownership of Common Stock held by each of the others of them.

Item 2.

Identity and Background

Mr. Brown is an investor with a business address of 5111 Maryland Way, Suite 201, Brentwood, TN 37027. During the past five years, he has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the past five years, he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  He is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Person acquired the Shares of the Company that he owns in open market purchases made from time to time at various purchase prices.  In each case, the source of the funds was his personal funds.

Item 4.

Purpose of Transaction

The Reporting Person has acquired the securities of the Company for investment purposes.  The Reporting Person may make further purchases of shares of Common Stock or dispose of any or all of the shares of Common Stock that he holds, although he has no current intention to do so.  The Reporting Person does, however, intend to engage in discussions with the Company’s management and Board of Directors regarding the Company’s operations.  These discussions may include the reporting person recommending that the Company take one or more of the following actions:

(i)       accelerating the implementation of, or revising, the Company’s existing turnaround plan;

(ii)      adding one or more new members to the Company’s Board of Directors, potentially including one or more candidates identified by the reporting person, who can assist the Company in its turnaround plan; and

(iii)     exploring one more acquisitions or business combinations, with the purpose of better positioning the Company in the market or otherwise providing value to the Company’s stockholders.

The Reporting Person may, at any time from time to time, review or reconsider his positions and formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Issuer

(a)           As of the date of this Statement, Mr. Brown owned 852,177 Shares, which represented 5.3% of the Common Stock.  Each percentage used in this Statement is calculated based on 16,017,126 outstanding shares of Common Stock, as reported in the Company’s Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2007.

(b)           The information contained in table form in Rows 7 though 11 on page 2 hereof, which relate to beneficial ownership, voting and disposition of Shares is hereby incorporated by reference.  The Reporting Person has the sole power to vote and dispose of the Shares held by him.

(c)           During the sixty (60) days prior to the date of the event requiring the filing of this Amended Statement, the Reporting Person engaged in the transactions set forth in the below table, each of which was an open market purchase.  Each trade was placed on the date and for the price set forth in the below table.  Trades were generally settled three (3) trading days after their respective trade date.

Mr. Brown

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as may be herein disclosed, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits

None.

March 10, 2008

Date

/s/ Roger Brown

Signature

Roger Brown

Name/Title