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

                                    FORM 10-Q


(Mark One)
          [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                      For the Quarter Ended March 31, 1998
                                       OR
          [   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to
                         Commission File Number 0-27460



                     PERFORMANCE TECHNOLOGIES, INCORPORATED
             (Exact name of registrant as specified in its charter)

                               -------------------

       Registrant's telephone number, including area code: (716) 256-0200

                          -----------------------------



     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 .


     The  number of shares  outstanding  of the  registrant's  common  stock was
7,302,700 as of May 5, 1998.

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                             Cover Page of 12 Pages

                                       1
<PAGE>


             Performance Technologies, Incorporated and Subsidiaries

                                      Index


                                                                           Page

Part I.           Financial Information

Item 1.           Consolidated Financial Statements

           Consolidated Balance Sheets as of March 31, 1998 (unaudited)
           and December 31, 1997                                              3

           Consolidated Statements of Income For The Three Months Ended
           March 31, 1998 and 1997 (unaudited)                                4

           Consolidated Statements of Cash Flows For The Three Months
           Ended March 31, 1998 and 1997  (unaudited)                         5

           Notes to Consolidated Financial Statements For The Three
           Months Ended March 31, 1998 (unaudited)                            6

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                              7


Part II.          Other Information

Item 2.    Changes in Securities and Use of Proceeds                         11

Item 6.    Exhibits and Reports on Form 8-K                                  11

Signatures                                                                   12



                                       2
<PAGE>



             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS
<TABLE>
<CAPTION>


                                                    March 31,     December 31,
                                                      1998            1997
                                                 -------------   -------------
                                                   (unaudited)
<S>                                              <C>             <C>

Current assets:
  Cash and cash equivalents                      $  13,017,000   $   8,833,000
  Marketable securities                             10,006,000      12,010,000
  Accounts receivable, net                           4,523,000       4,956,000
  Inventories, net - Note C                          3,559,000       3,329,000
  Prepaid expenses and other                           337,000         346,000
  Deferred taxes                                       466,000         466,000
                                                 -------------   -------------
         Total current assets                       31,908,000      29,940,000

Equipment and improvements, net                        921,000         982,000
Software development, net                              738,000         579,000
Other assets                                           115,000         125,000
                                                 -------------   -------------
         Total assets                            $  33,682,000   $  31,626,000
                                                 =============   =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long term debt              $      12,000   $      12,000
  Accounts payable                                   1,294,000         824,000
  Income taxes payable                                 894,000         255,000
  Accrued expenses                                   1,782,000       2,265,000
                                                 -------------   -------------
         Total current liabilities                   3,982,000       3,356,000

Long term debt, less current portion                    15,000          18,000
Deferred taxes                                         220,000         220,000
                                                 -------------   -------------
         Total liabilities                           4,217,000       3,594,000
                                                 -------------   -------------

Stockholders' equity
  Preferred stock
  Common stock - Note B                                 74,000          74,000
  Additional paid-in capital - Note B               13,092,000      13,055,000
  Retained earnings                                 16,480,000      15,061,000
  Treasury stock                                      (181,000)       (158,000)
                                                 -------------   -------------
         Total stockholders' equity                 29,465,000      28,032,000
                                                 -------------   -------------
         Total liabilities and
          stockholders' equity                   $  33,682,000   $  31,626,000
                                                 =============   =============

</TABLE>


                                       3
<PAGE>





             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)



<TABLE>
<CAPTION>


                                                       Three Months Ended
                                                     March 31,       March 31,
                                                      1998            1997
                                                 -------------   ------------- 
<S>                                              <C>             <C>

Sales                                            $   7,411,000   $   7,434,000
Cost of goods sold                                   2,863,000       3,332,000
                                                 -------------   -------------
Gross profit                                         4,548,000       4,102,000
                                                 -------------   -------------

Operating expenses:
  Selling and marketing                                893,000         909,000
  Research and development                           1,063,000         942,000
  General and administrative                           686,000         688,000
                                                 -------------   -------------
         Total operating expenses                    2,642,000       2,539,000
                                                 -------------   -------------
Income from operations                               1,906,000       1,563,000

Other income, net                                      311,000         230,000
                                                 -------------   -------------
Income before income taxes                           2,217,000       1,793,000

Provision for income taxes                             798,000         681,000
                                                 -------------   -------------
   Net income                                    $   1,419,000   $   1,112,000
                                                 =============   =============


Per share of common stock - Note D

   Basic earnings per share                      $         .20   $         .15
                                                 =============   =============

   Diluted earnings per share                    $         .18   $         .15
                                                 =============   =============

</TABLE>

                                       4
<PAGE>




             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                     March 31,       March 31,
                                                      1998            1997
                                                 -------------   ------------- 
<S>                                              <C>             <C>

Cash flows from operating activities
   Net income                                    $   1,419,000   $   1,112,000
   Non-cash adjustments:
      Depreciation and amortization                    145,000         554,000
      Other                                              8,000           5,000
   Changes in operating assets and liabilities:
      Accounts receivable                              428,000        (890,000)
      Inventories                                     (230,000)       (692,000)
      Prepaid expenses                                   9,000         (18,000)
      Accounts payable                                 470,000         685,000
      Accrued expenses                                (483,000)       (507,000)
      Income taxes payable                             639,000         589,000
                                                 -------------   -------------
          Net cash provided by
            operating activities                     2,405,000         838,000
                                                 -------------   -------------

Cash flows from investing activities
   Cash purchases of equipment
     and improvements, net                             (60,000)       (168,000)
   Capitalized software development                   (172,000)       (193,000)
   Purchase of marketable securities                (1,000,000)     (3,998,000)
   Maturities of marketable securities               3,000,000
                                                 -------------   -------------
         Net cash provided (used) by
           investing activities                      1,768,000      (4,359,000)
                                                 -------------   -------------

Cash flows from financing activities
   Repayment of notes payable                           (3,000)         (2,000)
   Proceeds from issuance of common stock               14,000          14,000
   Payments on capital lease obligations                               (15,000)
                                                 -------------   -------------
         Net cash provided (used) by
           financing activities                         11,000          (3,000)
                                                 -------------   -------------
         Net increase (decrease) in
           cash and cash equivalents                 4,184,000      (3,524,000)

Cash and cash equivalents at beginning of period     8,833,000      10,027,000
                                                 -------------   -------------

Cash and cash equivalents at end of period       $  13,017,000   $   6,503,000
                                                 =============   =============
</TABLE>

                                       5
<PAGE>






             Performance Technologies, Incorporated and Subsidiaries
                   Notes to Consolidated Financial Statements
                    For The Three Months Ended March 31, 1998
                                   (Unaudited)

Note - A  The  unaudited   Consolidated  Financial   Statements  of  Performance
Technologies,  Incorporated and Subsidiaries  (the "Company") have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X of the  Securities  and Exchange  Commission.  Accordingly,  the
Consolidated  Financial  Statements  do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments considered
necessary  for a fair  presentation  have been  included.  The  results  for the
interim periods are not necessarily indicative of the results to be expected for
the year. The accompanying  Consolidated  Financial Statements should be read in
conjunction with the audited Consolidated Financial Statements of the Company as
of December 31, 1997,  as reported in its Annual  Report on Form 10-K filed with
the Securities and Exchange Commission.

Note - B  There were 7,278,700 and 7,267,450  shares issued and outstanding (net
of treasury shares held) at March 31, 1998 and December 31, 1997,  respectively,
of the  Company's  $.01 par value  Common  Stock.  During the three months ended
March 31,  1998,  12,450  common  shares were issued upon the  exercise of stock
options.

Note - C  Inventories  consisted of the following at March 31, 1998 and December
31, 1997:
<TABLE>
<CAPTION>


                                                    March 31,       December 31,
                                                      1998             1997
                                                 -------------   ------------- 
                                                   (unaudited)
<S>                                              <C>             <C>
Purchased parts and components                   $   1,341,000   $     954,000
Work in process                                      2,578,000       2,580,000
Finished goods                                         286,000         333,000
                                                 -------------   -------------
                                                     4,205,000       3,867,000
Less: reserve for inventory obsolescence              (646,000)       (538,000)
                                                 -------------   ------------- 
  Net                                            $   3,559,000   $   3,329,000
                                                 =============   =============
</TABLE>

Note - D The  following  table  illustrates  the  calculation  of both basic and
diluted earnings per share for the three months ending March 31, 1998 and 1997:
<TABLE>
<CAPTION>

                                                    March 31,       March 31,
                                                     1998             1997
                                                 -------------   ------------- 
<S>                                              <C>             <C>
Basic earnings per share
Net income available to common stockholders      $   1,419,000   $   1,112,000
                                                 -------------   -------------
Weighted average common shares                       7,272,508       7,205,774
                                                 -------------   -------------
Basic earnings per share                         $         .20   $         .15
                                                 =============   =============

Diluted earnings per share
Net income available to common stockholders      $   1,419,000   $   1,112,000
                                                 -------------   -------------
Weighted average common and common
        equivalent shares                            7,673,640       7,377,419
                                                 -------------   -------------
Diluted earnings per share                       $         .18   $         .15
                                                 =============   =============

</TABLE>




                                       6
<PAGE>



             Performance Technologies, Incorporated and Subsidiaries

Item 2.        Management's  Discussion and Analysis of  Financial Condition and
               Results of Operations

The   Company's   operating   performance   is  subject  to  various  risks  and
uncertainties.  This report on Form 10-Q should be read in conjunction  with the
Consolidated Financial Statements,  the notes thereto,  Management's  Discussion
and Analysis of Financial Condition and Results of Operations as of December 31,
1997 and "Risk Factors" as reported in the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission.

Matters discussed in Management's Discussion and Analysis of Financial Condition
and Results of Operations in this Form 10-Q include forward  looking  statements
within the meaning of Section 27A of the  Securities Act of 1933, as amended and
Section 21E of the  Securities  Act of 1934, as amended,  and are subject to the
safe harbor provisions of those Sections. The Company's future operating results
could differ  materially from those discussed in the forward looking  statements
and may be affected by various trends and factors which are beyond the Company's
control.  These  include among other  factors,  as more  particularly  set forth
below, general business and economic conditions,  rapid or unexpected changes in
technologies,  cancellation or delay of customer orders,  changes in the product
or customer mix of sales, delays in new product development, customer acceptance
of new products and customer delays in qualification of products.


Overview

The Company  achieved its twelfth  consecutive  quarter of record net income for
the first quarter 1998. Net income increased 28%, to $1,419,000, from $1,112,000
for the first  quarter  1997.  Revenue  for the first  quarter  was  $7,411,000,
compared  to  $7,434,000  for the same  period in 1997.  During the past  twelve
months,  gross margin has steadily improved  contributing to the increase in net
income.  At March 31, 1998, the Company had  approximately  $23 million in cash,
cash equivalents,  and marketable  securities,  and no significant debt. For the
three months ended March 31, 1998, the Company generated income from operations,
excluding  depreciation  and  amortization  (EBITDA),  of $2.0 million.  EBITDA,
however,  does not  represent  cash from  operating  activities  as  defined  by
generally accepted  accounting  principles (See Consolidated  Statements of Cash
Flows).

The  Company's  revenue is  generated  from  products  designed  to enhance  the
performance of network systems based on varied computer architectures  including
VMEbus,  SBus and PCIbus.  The Company's  products operate on various  operating
systems  including  UNIX,  Windows  NT(TM),  VxWorks and QNX.  The Company has a
history of adapting  its  products to a  continually  changing  marketplace  and
historically  the increase in sales has been  primarily the result of developing
new products and by increasing the unit sales volumes of existing products.

Management  believes that the Company's WAN Interface  adapter  products and its
new Nebula  (TM)  family of network  switch  products  will be key  factors  for
continued  growth for 1998 and beyond.  The recent  integration of the Company's
west  coast  communications  software  subsidiary  into  the  overall  corporate
research  and  development  function  provides  the Company with one of the most
comprehensive Wide Area Network product development  capabilities in this market
segment.  Various  new WAN  communication  interface  products  are  planned for
release during 1998. The  anticipated  Nebula  fault-tolerant  100  Mbit/Gigabit
network switch family,  developed by the Company,  was demonstrated in early May
at   Networld+Interop98   in  Las  Vegas.  The  financial  community  and  those
commercial,  industrial and government  operations that must have their networks
available on a 7 days-a-week,  24 hours-a-day basis are the targeted markets for
these new PTI networking  products which  emphasize  high  availability  without
significant  price  premiums.   Production  shipments  for  these  products  are
scheduled to begin in the third quarter.

In addition,  during the past six months,  the Company has developed several new
communications  and mass  storage  products  for the PCI and  CompactPCI  (cPCI)
markets. cPCI is a new standard bus architecture combining the attributes of the
VMEbus and PCIbus hardware into a ruggedized  industrial system for the embedded
OEM marketplace.

                                       7
<PAGE>


  Quarter Ended March 31, 1998, compared with the Quarter Ended March 31, 1997

Sales.  Sales for the quarter ended March 31, 1998 were $7,411,000,  compared to
$7,434,000 for the first quarter 1997.  The Company's  products are grouped into
five categories: WAN Interface adapter products, LAN Interface adapter products,
Network  Systems  products,  Mass Storage  Interface  products and  Inter-system
Connectivity products.

WAN Interface  adapter  product  revenue  represented  63% of total sales in the
first quarter 1998,  compared to 49% for the same quarter of the prior year. For
the current quarter, WAN Interface adapter product revenue increased by 28% over
the  respective  quarter  in 1997  and 23%  from  the  fourth  quarter  1997.  A
significant  shipment to Dow Jones  Markets,  a contract  announced  in January,
partially  contributed  to this  increase.  The Company's WAN Interface  adapter
products are found in a wide variety of applications  and during the past twelve
months the Company has introduced several new WAN products.

Shipments of LAN adapter  products for the first quarter 1998 amounted to 10% of
sales,  compared to 14% for the first quarter 1997. The largest component of the
Company's LAN business is generated from Commercial Off the Shelf (COTS) Defense
applications  which  is  project  oriented  and is  difficult  to  predict  on a
quarterly  basis.  During the first quarter 1998,  LAN adapter  revenue was less
than expected due to the delay in the award of a significant  follow-on  Defense
contract  which was scheduled for February.  This contract is now expected to be
awarded in June.  Management  believes  that the  Company  will be awarded  this
follow-on  business but this delay impacted LAN revenue in the first quarter and
may also affect the second quarter revenue depending upon the award date.

Shipments  of Network  Systems  products  represented  7% of total sales for the
first quarter 1998, compared to 15% for the same period a year earlier.  Network
Systems are  primarily  comprised of shipments of I/O  subsystems to a major OEM
customer and sales of protocol  software for  specialty  WAN  applications.  The
decrease in revenue during the first quarter,  from a year earlier, is primarily
attributable to significantly lower shipments to the OEM customer. This customer
appears  to  be   experiencing  a  slowdown  in  orders  for  the  product  that
incorporates  the Company's I/O  subsystem.  During the first three  quarters of
1997, the Company shipped approximately  $500,000 a quarter to this customer. No
shipments  to this  customer  were  made  during  the  fourth  quarter  1997 and
approximately $100,000 was shipped during this first quarter 1998. Management is
discussing a volume shipment to this customer in the fourth quarter 1998, but no
meaningful shipments are expected prior to that time.

Mass Storage products  represented 11% of total sales for the first quarter 1998
and 16% of sales in the first  quarter  1997.  The  decrease in sales  volume is
believed  to be  attributable  to a slow  down  in the  RAID/disk  drive  market
primarily associated with the Pacific Rim economic issues and technology changes
occurring in this market.  These changes include  customers  transitioning  from
SBus to PCIbus  applications  and from the slower SCSI  adapters to faster Fibre
Channel adapters.  The Company has been transitioning its products and customers
into these new technologies,  however, the decline in the SBus business has been
greater than the increase in the PCI  business.  Management  believes that there
are  significant  opportunities  for  the  Company's  new  PCI-to-Fibre  Channel
adapter.  In April,  the Company  announced a new  relationship  with Ciprico to
provide this PCI-to-Fibre Channel adapter for integration into their 7000 Series
of Fibre Channel Disk Arrays.

Inter-system  Connectivity products represented 9% of sales in the first quarter
1998,  compared to 6% of sales for the first quarter of 1997. The Company is not
investing  in this group of products  and a decline in this revenue for the year
is expected.

International  sales  amounted to 11% of total sales for the first quarter 1998,
compared to 8% for the same period in 1997.

Gross  Profit.  Gross  profit  for  the  first  quarter  of  1998  increased  to
$4,548,000,  from $4,102,000 for the first quarter 1997.  Gross margin was 61.4%
of sales, six percentage points higher,  for the first quarter,  compared to the
first quarter 1997.  During the past year,  management has improved gross margin
by focusing on reducing its material  costs and on improving  its  manufacturing
efficiencies.

                                       8
<PAGE>


Total Operating Expenses.  Total operating expenses increased to $2,642,000,  or
35.6% of sales for the first quarter 1998,  from  $2,539,000,  or 34.2% of sales
for the same period in 1997. The Company expects to continue to make investments
in sales, marketing, research and development while maintaining tight control on
general and administrative expenses as a percentage of sales.

Selling and marketing  expenses were  $893,000,  or 12.0% of sales for the first
quarter  1998,  compared to $909,000,  or 12.2% of sales for the same quarter in
1997.  During  1998,  management  expects  sales  and  marketing  expenses  will
accelerate  as a  percentage  of sales in an effort to promote the new  products
being introduced this year.  Within the past 120 days, the Company has presented
its  products at various  trade shows across the country  including:  the Comnet
trade  show  in  Washington,  D.C.,  the  Gigabit  Exhibit  Expo  in  San  Jose,
California, the Navy League Expo in Washington, D.C.,  Networld+Interop98 in Las
Vegas and several Real Time Shows around the world.

Research and  development  expenses were  $1,063,000,  or 14.3% of sales for the
first  quarter  of 1998,  compared  to  $942,000,  or  12.7%  of  sales  for the
comparable  1997  quarter.  Certain  engineering  expenses  associated  with the
development of software are capitalized and amortized to cost of goods sold. The
increase  in  research  and  development  expenses  in the  current  quarter  is
primarily due to additional  costs associated with the ASIC chip set for the new
Nebula  product  line.  During  the  second  half of  1998,  management  expects
quarterly  research and development  expenses will decrease to more  traditional
levels as a percentage of sales from the first quarter level.

General and  administrative  expenses  were  $686,000,  or 9.3% of sales for the
first  quarter  of 1998  compared  to  $688,000,  or 9.3% of sales for the first
quarter of 1997.  The Company  continues  to  maintain  tight  control  over its
general and administrative expenses.

Other income, net. Other income consists primarily of interest income. Available
cash is invested in money market funds, high-quality short-term commercial paper
and United States Treasury securities maturing within twelve months.

Income Taxes. The provision for income taxes for the first quarter 1998 is based
upon the combined  federal and state effective tax rate of 36%,  compared to 38%
for the first  quarter 1997.  The net  effective  income tax rate is expected to
decline slightly during the remainder of the year.

Liquidity and Capital Resources

At March 31, 1998, the Company's  primary source of liquidity  included cash and
cash equivalents of $13,017,000,  marketable  securities with a maturity of less
than one year of  $10,006,000  and available  borrowings  of $3,000,000  under a
revolving  credit facility with a bank. No amounts were  outstanding  under this
credit  facility  as of March 31,  1998.  The  Company  had  working  capital of
$27,926,000 at March 31, 1998,  compared to $26,584,000 at December 31, 1997 and
$22,281,000 at March 31, 1997.

Cash provided by operating activities was $2,405,000 for the quarter ended March
31, 1998,  compared to $838,000 for the first quarter 1997. The increase in cash
provided by  operating  activities  for the three months ended March 31, 1998 is
attributable to greater net income and improved management of working capital.

Capitalization  of certain software  development  costs amounted to $172,000 for
the quarter  ended March 31,  1998,  compared to $193,000 for the same period in
1997.

Many companies are facing a potential issue regarding the ability of information
systems to  accommodate  the coming year 2000.  The Company  has  evaluated  its
information  systems and believes that an appropriate plan is in place to ensure
that all  critical  systems  can,  or will be able to,  accommodate  the  coming
century without  material adverse effect on the Company's  financial  condition,
results of  operations,  capital  spending or  competitive  position.  Such plan
consists of obtaining  upgrades of its  information  systems from the  Company's
software  vendor to be year 2000  compatible.  The current  products sold by the
Company do not require any  programming  date  changes to function as  intended,
however,  the new switching  products do require date sensitive  programming and
are being developed to be year 2000 compatible.

                                       9
<PAGE>

Assuming there is no significant  change in the Company's  business,  management
believes  that its current cash and  marketable  securities  together  with cash
generated  from  operations  and available  borrowings  under the Company's loan
agreement will be sufficient to meet the Company's anticipated needs,  including
working  capital and  capital  expenditure  requirements,  for at least the next
twelve months. However, it is the Company's intention to continue aggressive new
product  introduction  throughout  1998 for a variety of  markets  served by the
Company.  Management  has also  initiated  a  strategic  acquisition  program to
further  accelerate  new product and market  penetration  efforts.  This program
could have an impact on the Company's working capital requirements, liquidity or
capital resources.


Note:  WindowsNT is a registered trademark of Microsoft Corporation.


                                       10
<PAGE>





             Performance Technologies, Incorporated and Subsidiaries

                           Part II. Other Information



Item 2.           Changes in Securities and Use of Proceeds

The following table  summarizes the proceeds from the sale of securities and use
of  proceeds  therefrom  in  connection  with the  Registrant's  Initial  Public
Offering on January 24,  1996.  Amounts  reported  represent  an estimate of the
amount of these expenditures. <TABLE> <CAPTION>

Proceeds from the sale of securities:
<S>                                                              <C>
Gross proceeds                                                   $ 12,800,000
Less:    Underwriter's commission                                     896,000
         Finder's fees                                                      0
         Underwriter's expenses                                        27,000
         Payments to Directors, Officers, General Partners                  0
         Other                                                        461,000
                                                                 ------------
Net proceeds                                                     $ 11,416,000
                                                                 ============

Use of Proceeds:

Construction of facilities                                       $          0
Purchase of machinery                                               1,648,000
Purchase of real estate                                                     0
Acquisition of other business(es)                                           0
Repayment of debt                                                           0
General working capital purposes                                            0
Temporary investments                                               1,847,000
Inventory for new products                                          1,265,000
Software development                                                1,256,000
Product development                                                 5,400,000
                                                                  -----------
Total use of proceeds                                            $ 11,416,000
                                                                 ============
</TABLE>


Item 6.           Exhibits and Reports on Form 8-K

                  A.       Exhibits

                           None

                  B.       Reports on Form 8-K

                           There  were no  reports  filed on Form 8-K during the
                           three month period ended March 31, 1998.


                                       11
<PAGE>






                                   SIGNATURES




         Pursuant to the  requirements  of the Securities  Exchange 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



May 12, 1998                                   By: s/ Donald L. Turrell
                                               ------------------------
                                                      Donald L. Turrell
                                                       President and
                                                  Chief Executive Officer




May 12, 1998                                   By: s/ Dorrance W. Lamb
                                               -----------------------
                                                      Dorrance W. Lamb
                                             Chief Financial Officer and
                                               Vice President, Finance