UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------

                                   FORM 10-K/A
                                 Amendment No. 1
(Mark One)
       [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934 (No Fee Required)
                   For the Fiscal Year Ended December 31, 2004
                                       OR
       [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934 (No Fee Required)
                     For the transition period from     to
                         Commission File Number 0-27460

                     PERFORMANCE TECHNOLOGIES, INCORPORATED
             (Exact name of registrant as specified in its charter)
                              --------------------
               Delaware                                       16-1158413
      (State or other jurisdiction                         (I.R.S. Employer
           of incorporation)                              Identification No.)

205 Indigo Creek Drive, Rochester, New York                     14626
 (Address of principal executive offices)                     (Zip Code)

     Registrant's telephone number, including area code: (585) 256-0200
                              --------------------
         Securities registered pursuant to section 12(b) of the Act:
                                      NONE
                              --------------------
         Securities registered pursuant to section 12(g) of the Act:
                     COMMON STOCK, par value $.01 per share
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [  ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of the close of business on June 30, 2004 was approximately
$106,889,000.

The number of shares outstanding of the registrant's Common Stock, $.01 par
value, was approximately 12,851,777 as of March 2, 2005.

                       Documents Incorporated by Reference
The information called for by Items 10-14 of Part III is incorporated by
reference to the definitive Proxy Statement for the Annual Meeting of
Stockholders of the Company to be held June 2, 2005, which will be filed with
the Securities and Exchange Commission not later than 120 days after December
31, 2004.
--------------------------------------------------------------------------------

<PAGE>



                                Explanatory Note

The registrant is filing this Amendment No.1 on Form 10-K/A to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2004, which was originally
filed on March 16, 2005, to re-file the Financial Statement Schedule required
under Part IV, Item 15, as the original filing inadvertently presented the 2004
activity of the valuation allowance for note receivable incorrectly. Part IV,
Item 15, is amended as follows:

PART IV
-------

ITEM 15 - Exhibits and Financial Statement Schedule


(2)      Financial Statement Schedule

         Schedule II - Valuation and Qualifying Accounts

         Allowance for Doubtful Accounts

                                           Additions    Deductions
                             Balance at  ------------  -------------  Balance at
                             beginning    charged to      amounts       end of
                             of period     earnings     written off     period
                            ------------ ------------  ------------- -----------
Year Ended December 31, 2004
Deducted in the Consolidated
 Balance Sheet from Accounts
 Receivable

 Allowance for doubtful
  accounts                     $379,000     $ 52,000       $  5,000    $426,000
                            ============ ============  ============= ===========

Year Ended December 31, 2003
Deducted in the Consolidated
 Balance Sheet from Accounts
 Receivable

 Allowance for doubtful
 accounts                      $301,000     $ 87,000       $  9,000    $379,000
                            ============ ============  ============= ===========

Year Ended December 31, 2002
Deducted in the Consolidated
 Balance Sheet from Accounts
 Receivable

 Allowance for doubtful
 accounts                      $284,000     $200,000       $183,000    $301,000
                            ============ ============  ============= ===========


         Valuation Allowance for Note Receivable

                                           Additions    Deductions
                             Balance at  ------------  -------------  Balance at
                             beginning     charged to     amounts       end of
                             of period      earnings    written off     period
                            ------------ ------------  ------------- -----------
Year Ended December 31, 2004
Deducted in the Consolidated
 Balance Sheet from Note
 Receivable

 Valuation Allowance for
 Note Receivable                          $3,000,000                  $3,000,000
                            ============ ============  ============= ===========

<PAGE>


         Reserve for Inventory Obsolescence

                                          Additions       Deductions
                        Balance at --------------------- ------------ Balance at
                        Beginning  charged to               amounts     end of
                        of period   earnings   other (1)  written off   period
                        ---------- ---------- ---------- ------------ ----------

Year ended
 December 31, 2004
Deducted in the
 Consolidated Balance
 Sheet from Inventories

 Reserve for inventory
  obsolescence          $3,796,000 $  921,000 $            $1,218,000 $3,499,000
                        ========== ========== ========== ============ ==========

Year ended
 December 31, 2003
Deducted in the
 Consolidated Balance
 Sheet from Inventories

 Reserve for inventory
 obsolescence           $3,551,000 $1,275,000 $            $1,030,000 $3,796,000
                        ========== ========== ========== ============ ==========

Year ended
 December 31, 2002
Deducted in the
 Consolidated Balance
 Sheet from Inventories

 Reserve for inventory
 obsolescence           $  819,000 $  980,000 $2,916,000   $1,164,000 $3,551,000
                        ========== ========== ========== ============ ==========

 (1) The value assigned to the reserve for inventory obsolescence at October 2,
     2002 for the inventory associated with the Ziatech acquisition.

There were no other financial statement schedules required to be filed.
<PAGE>


(3)      Exhibits

Exhibit  Ref.
Number   Number  Description
--------------------------------------------------------------------------------
2.1      (8)     Stock Purchase Agreement between Intel Corporation and the
                    Registrant, dated as of September 12, 2002.
2.2      (10)    Asset Purchase Agreement by and among Mapletree Networks, Inc.,
                    Performance Technologies, Incorporated and PTI Massachusetts
                    Corporation, dated as of January 12, 2004
3.1      (1)     Restated Certificate of Incorporation
3.2      (3)     Certificate of Amendment
3.3      (1)     Amended By-laws
4.1      (1)     Form of Common Stock Certificate
4.2      (1)     Amended and Restated 1986 Incentive Stock Option Plan
4.4      (4)     February 2000 Amendment to Amended and Restated 1986 Incentive
                    Stock Option Plan
4.5      (5)     Rights Agreement
4.6      (6)     2001 Incentive Stock Option Plan
4.7      (9)     2003 Omnibus Incentive Plan
10       (1)     Material Contracts
10.16    (1)     License Agreement between the Registrant and Spider Systems
                    Limited dated March 18, 1992
10.28    (1)     Adoption Agreement between the Registrant and Principal Mutual
                    Life Insurance Company dated September 20, 1993
10.29    (1)     The Principal Financial Group Prototype Basic Savings Plan
                    dated May 7, 1990
10.30    (1)     Form of Stock Option Agreement
10.32    (2)     Share Acquisition Agreement between Registrant and MicroLegend
                    Telecom Systems, Inc.as of December 2, 1999
10.33    (2)     Amendment to Share Acquisition Agreement between Registrant and
                    MicroLegend Telecom Systems, Inc. as of December 10, 1999
10.33a   (7)     Lease Agreement dated as of May 19, 2001 between the Registrant
                    and Christa PT, LLC
10.33b   (7)     First Amendment to Lease dated as of July 19, 2001 between the
                    Registrant and Christa PT, LLC
10.33c   (7)     Second Amendment to Lease dated as of July 31, 2001 between the
                    Registrant and Christa PT, LLC
21       (11)    Subsidiaries
23.1     (11)    Consent of PricewaterhouseCoopers LLP
31.1     (*)     Certification of Chief Executive Officer
31.2     (*)     Certification of Chief Financial Officer
32.1     (*)     Section 1350 Certification
--------------------------------------------------------------------------------
(1)    Incorporated by reference to the Registrant's Registration Statement on
       Form S-1 filed November 22, 1995 (Registration No. 33-99684).
(2)    Incorporated by reference to the Registrant's Registration Statement on
       Form S-3 filed January  28, 2000 (Registration No. 333-94371).
(3)    Incorporated by reference to the Annual Report on Form 10-K filed on
       March 30, 2000.
(4)    Incorporated by reference to the Registrant's Registration Statement on
       Form S-8 filed June 21, 2000 (Registration No. 333-39834).
(5)    Incorporated by reference to the Registrant's Registration Statement on
       Form 8-A filed November 8, 2000 (Registration No. 000-27460).
(6)    Incorporated by reference to the Registrant's Registration Statement on
       Form S-8 filed June 3, 2002  (Registration No. 333-89636).
(7)    Incorporated by reference to the Quarterly Report on Form 10-Q filed on
       August 14, 2001.
(8)    Incorporated by reference to the Current Report on Form 8-K filed
       October 17, 2002.
(9)    Incorporated by reference to the Registrant's Registration Statement on
       Form S-8 filed March 5, 2004 (Registration No. 333-113330).
(10)   Incorporated by reference to the Current Report on Form 8-K/A filed
       February 3, 2004.
(11)   Filed with Form 10-K on March 16, 2005.
(*)    Filed with this Form 10-K/A.

<PAGE>


SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      PERFORMANCE TECHNOLOGIES, INCORPORATED

Date:  March 17, 2005                         By:/s/ DONALD L. TURRELL
                                              ------------------------
                                                     Donald L. Turrell
                                                     President and
                                                     Chief Executive Officer

                                              By:/s/ DORRANCE W. LAMB
                                              ------------------------
                                                     Dorrance W. Lamb
                                                     Chief Financial Officer and
                                                     Vice President of Finance




<PAGE>



                                                                    Exhibit 31.1
                    Certification of Chief Executive Officer

I, Donald L. Turrell certify that:

      1. I have reviewed this report on Form 10-K/A of Performance Technologies,
         Incorporated;

      2. Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

      4. The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

             a. Designed such disclosure controls and procedures, or caused such
                disclosure controls and procedures to be designed under our
                supervision, to ensure that material information relating to the
                registrant, including its consolidated subsidiaries, is made
                known to us by others within those entities, particularly during
                the period in which this report is being prepared;

             b. Designed such internal control over financial reporting, or
                caused such internal control over financial reporting to be
                designed under our supervision, to provide reasonable assurance
                regarding the reliability of financial reporting and the
                preparation of financial statements for external purposes in
                accordance with generally accepted accounting principles;

             c. Evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this report our
                conclusions about the effectiveness of the disclosure controls
                and procedures, as of the end of the period covered by this
                report based on such evaluation; and

             d. Disclosed in this report any change in the registrant's internal
                control over financial reporting that occurred during the
                registrant's most recent fiscal quarter (the registrant's fourth
                fiscal quarter in the case of an annual report) that has
                materially affected, or is reasonably likely to materially
                affect, the registrant's internal control over financial
                reporting; and

      5. The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

             a. All significant deficiencies and material weaknesses in the
                design or operation of internal control over financial
                reporting which are reasonably likely to adversely affect the
                registrant's ability to record, process, summarize and report
                financial information; and

             b. Any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal control over financial reporting.



Date: March 17, 2005                          By:/s/   Donald L. Turrell
                                              --------------------------
                                                       Donald L. Turrell
                                                       Chief Executive Officer

<PAGE>



                                                                    Exhibit 31.2
                    Certification of Chief Financial Officer

I, Dorrance W. Lamb, certify that:

      1. I have reviewed this report on Form 10-K/A of Performance Technologies,
         Incorporated;

      2. Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

      4. The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

             a. Designed such disclosure controls and procedures, or caused such
                disclosure controls and procedures to be designed under our
                supervision, to ensure that material information relating to the
                registrant, including its consolidated subsidiaries, is made
                known to us by others within those entities, particularly during
                the period in which this report is being prepared;

             b. Designed such internal control over financial reporting, or
                caused such internal control over financial reporting to be
                designed under our supervision, to provide reasonable assurance
                regarding the reliability of financial reporting and the
                preparation of financial statements for external purposes in
                accordance with generally accepted accounting principles;

             c. Evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this report our
                conclusions about the effectiveness of the disclosure controls
                and procedures, as of the end of the period covered by this
                report based on such evaluation; and

             d. Disclosed in this report any change in the registrant's internal
                control over financial reporting that occurred during the
                registrant's most recent fiscal quarter (the registrant's fourth
                fiscal quarter in the case of an annual report) that has
                materially affected, or is reasonably likely to materially
                affect, the registrant's internal control over financial
                reporting; and

      5. The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

             a. All significant deficiencies and material weaknesses in the
                design or operation of internal control over financial
                reporting which are reasonably likely to adversely affect the
                registrant's ability to record, process, summarize and report
                financial information; and

             b. Any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal control over financial reporting.


Date: March 17, 2005                          By:/s/   Dorrance W. Lamb
                                              -------------------------
                                                       Dorrance W. Lamb
                                                       Chief Financial Officer


<PAGE>



                                                                    Exhibit 32.1

                           Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 ("Section 906"), Donald L. Turrell and Dorrance W.
Lamb, the Chief Executive Officer and Chief Financial Officer, respectively, of
Performance Technologies, Incorporated, certify that (i) this Form 10-K/A, fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (ii) the information contained in such report fairly
presents, in all material respects, the financial condition and results of
operations of Performance Technologies, Incorporated.

A signed original of this written statement required by Section 906 has been
provided to Performance Technologies, Incorporated and will be retained by
Performance Technologies, Incorporated and furnished to the Securities and
Exchange Commission or its staff upon request.

Date:  March 17, 2005                  By:/s/    Donald L. Turrell
                                       -----------------------------
                                                 Donald L. Turrell
                                                 President and Chief
                                                 Executive Officer

Date:  March 17, 2005                  By:/s/    Dorrance W. Lamb
                                       -----------------------------
                                                 Dorrance W. Lamb
                                                 Chief Financial Officer and
                                                 Vice President of Finance