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

                                  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 June 30, 2003
                                       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)

       Delaware                                         16-1158413
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation of organization)

       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

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


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

     The  number of shares  outstanding  of the  registrant's  common  stock was
12,219,824 as of July 31, 2003.
--------------------------------------------------------------------------------
<PAGE>





             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES

                                      INDEX


                                                                           Page
                                                                           ----
PART I.       FINANCIAL INFORMATION

Item 1.       Consolidated Financial Statements

                     Consolidated Balance Sheets as of June 30, 2003
                     (unaudited) and December 31, 2002                       3

                     Consolidated Statements of Income for the Three and
                     Six Months Ended June 30, 2003 and 2002 (unaudited)     4

                     Consolidated Statements of Cash Flows for the Six
                     Months Ended June 30, 2003 and 2002 (unaudited)         5

                     Notes to Consolidated Financial Statements for the
                     Six Months Ended June 30, 2003 (unaudited)              6

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                      8

Item 3.       Quantitative and Qualitative Disclosures About Market Risk    15

Item 4.       Controls and Procedures                                       15


PART II. OTHER INFORMATION

Item 1.       Legal Proceedings                                             16

Item 4.       Submission of Matters to a Vote of Security Holders           16

Item 6.       Exhibits and Reports on Form 8-K                              16

Signatures                                                                  18

Certifications                                                              19



<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS
<TABLE>
<S>                                                              <C>                     <C>

                                                                June 30,            December 31,
                                                                 2003                  2002
                                                           ---------------        ---------------
                                                              (unaudited)

Current assets:
  Cash and cash equivalents                                   $23,994,000             $22,077,000
  Marketable securities                                                                 2,006,000
  Accounts receivable, net                                      5,617,000               6,622,000
  Inventories, net                                              7,810,000               4,550,000
  Prepaid expenses and other assets                               360,000                 942,000
  Deferred taxes                                                1,626,000               1,574,000
                                                           ---------------        ---------------
       Total current assets                                    39,407,000              37,771,000

Property, equipment and improvements, net                       2,815,000               3,012,000
Software development costs, net                                 2,207,000               2,068,000
Note receivable from unconsolidated company                     1,000,000               1,000,000
Investment in unconsolidated company                            1,202,000               1,353,000
                                                           ---------------        ---------------
       Total assets                                           $46,631,000             $45,204,000
                                                           ===============        ===============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                            $ 2,661,000              $1,926,000
  Income taxes payable                                            650,000                 502,000
  Accrued expenses                                              2,884,000               3,213,000
                                                          ----------------        ---------------
       Total current liabilities                                6,195,000               5,641,000

Deferred taxes                                                    774,000                 754,000
                                                         -----------------        ---------------
       Total liabilities                                        6,969,000               6,395,000
                                                          ----------------        ---------------

Stockholders' equity:
  Preferred stock - $.01 par value; 1,000,000 shares
   authorized; none issued
  Common stock - $.01 par value; 50,000,000 shares
   authorized; 13,260,038 shares issued                           133,000                 133,000
  Additional paid-in capital                                   10,890,000              10,961,000
  Retained earnings                                            41,526,000              40,565,000
  Treasury stock - at cost; 1,058,796 and 1,013,696 shares
   held at June 30, 2003 and December 31, 2002, respectively  (12,825,000)            (12,782,000)
  Accumulated other comprehensive loss                            (62,000)                (68,000)
                                                          ----------------        ---------------
       Total stockholders' equity                              39,662,000              38,809,000
                                                          ----------------        ---------------
       Total liabilities and stockholders' equity             $46,631,000             $45,204,000
                                                          ================        ===============
</TABLE>


     The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>

             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)
<TABLE>
<S>                                             <C>               <C>                 <C>                  <C>


                                                    Three Months Ended                      Six Months Ended
                                                         June 30,                               June 30,
                                                  2003               2002               2003                2002
                                             ---------------    ---------------    ----------------    --------------


Sales                                           $12,636,000         $6,619,000         $23,675,000       $13,026,000
Cost of goods sold                                6,510,000          2,676,000          12,546,000         5,328,000
                                             ---------------    ---------------    ----------------    --------------
Gross profit                                      6,126,000          3,943,000          11,129,000         7,698,000
                                             ---------------    ---------------    ----------------    --------------

Operating expenses:
  Selling and marketing                           1,446,000          1,210,000           2,808,000         2,273,000
  Research and development                        2,471,000          1,683,000           4,778,000         3,181,000
  General and administrative                      1,199,000            582,000           2,262,000         1,159,000
  Restructuring charge                                                                                       163,000
                                             ---------------    ---------------    ----------------    --------------
      Total operating expenses                    5,116,000          3,475,000           9,848,000         6,776,000
                                             ---------------    ---------------    ----------------    --------------
Income from operations                            1,010,000            468,000           1,281,000           922,000

Other income, net                                   127,000            121,000             254,000           237,000
                                             ---------------    ---------------    ----------------    --------------
Income before income taxes and
   equity in loss of unconsolidated
   company                                        1,137,000            589,000           1,535,000         1,159,000

Income tax provision                                352,000            182,000             476,000           359,000
                                             ---------------    ---------------    ----------------    --------------
Income before equity in loss of
   unconsolidated company                           785,000            407,000           1,059,000           800,000

Equity in loss of unconsolidated
   company, net of tax                              (81,000)                               (98,000)
                                             ---------------    ---------------    ----------------    --------------
      Net income                                $   704,000         $  407,000         $   961,000       $   800,000
                                             ===============    ===============    ================    ==============


Basic earnings per share                        $       .06         $      .03         $       .08       $       .07
                                             ===============    ===============    ================    ==============

Diluted earnings per share                      $       .06         $      .03         $       .08       $       .06
                                             ===============    ===============    ================    ==============



Weighted average number of
  common shares used in basic earnings
  per share                                      12,191,954         12,260,554          12,211,822        12,249,325
Potential common shares                             236,897            124,782             119,868           219,162
                                             ---------------    ---------------    ----------------    --------------
Weighted average number of
  common shares used in diluted earnings
  per share                                      12,428,851         12,385,336          12,331,690        12,468,487
                                             ===============    ===============    ================    ==============






     The accompanying notes are an integral part of these consolidated financial
statements


<PAGE>


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

                                                           Six Months Ended
                                                               June 30,
                                                          2003           2002
                                                     ------------   ------------

Cash flows from operating activities:
 Net income                                          $   961,000    $   800,000
 Non-cash adjustments:
    Depreciation and amortization                      1,129,000        861,000
    Equity in loss of unconsolidated company, net of tax  98,000
    Other                                                123,000        246,000
 Changes in operating assets and liabilities:
    Accounts receivable                                  918,000      1,261,000
    Inventories                                       (3,260,000)      (424,000)
    Prepaid expenses and other assets                    582,000        101,000
    Accounts payable and accrued expenses                441,000       (486,000)
    Income taxes payable                                 148,000        221,000
                                                     ------------   ------------
      Net cash provided by operating activities        1,140,000      2,580,000
                                                     ------------   ------------

Cash flows from investing activities:
 Purchases of property, equipment and improvements      (459,000)      (615,000)
 Capitalized software development costs                 (612,000)      (633,000)
 Purchase of marketable securities                                   (2,016,000)
 Maturities of marketable securities                   2,006,000
 Other                                                   (33,000)
                                                     ------------   ------------
      Net cash provided (used) by investing              902,000     (3,264,000)
       activities                                    ------------   ------------

Cash flows from financing activities:
 Exercise of stock options and warrants                   69,000        250,000
 Purchase of treasury stock                             (194,000)
                                                     ------------   ------------
      Net cash (used) provided by financing             (125,000)       250,000
       activities                                    ------------   ------------

      Net increase (decrease) in cash and cash         1,917,000       (434,000)
       equivalents

Cash and cash equivalents at beginning of period      22,077,000     26,913,000
                                                     ------------   ------------

Cash and cash equivalents at end of period           $23,994,000    $26,479,000
                                                     ============   ============
</TABLE>



     The accompanying notes are an integral part of these consolidated financial
statements

<PAGE>


             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003
                                   (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, 2002,  as reported in its Annual  Report on Form 10-K filed with
the Securities and Exchange Commission.

Stock-Based Employee Compensation: At June 30, 2003, the Company had three stock
option plans, including the newly adopted Performance Technologies, Incorporated
2003  Omnibus  Incentive  Plan.  The  Company  accounts  for the plans under the
recognition  and measurement  principles of APB Opinion No. 25,  "Accounting for
Stock  Issued  to  Employees,"  and  related  interpretations.  Accordingly,  no
stock-based employee compensation cost has been recognized in net income for the
stock  option  plans.  Had  compensation  cost for the stock  option  plans been
determined  based on the fair  value  recognition  provisions  of SFAS No.  123,
"Accounting for Stock-Based  Compensation,"  the Company's net income (loss) and
earnings (loss) per share would have been as follows:
<TABLE>
<S>                                                      <C>              <C>               <C>              <C>

                                                            Three Months Ended                Six Months Ended
                                                                 June 30,                         June 30,
                                                            2003             2002             2003             2002
                                                       ------------    -------------    -------------    -------------

Net income, as reported                                   $704,000        $ 407,000         $961,000        $ 800,000

Deduct: Total stock-based employee
  compensation expense determined under
  fair value based method for all awards,
  net of related tax effects                              (377,000)        (571,000)        (651,000)      (1,142,000)
                                                       ------------    -------------    -------------    -------------
Pro forma net income (loss)                               $327,000        $(164,000)        $310,000        $(342,000)
                                                       ============    =============    =============    =============

Earnings (loss) per share:
Basic - as reported                                       $    .06        $     .03         $    .08        $     .07
                                                       ============    =============    =============    =============
Basic - pro forma                                         $    .03        $    (.01)        $    .03        $    (.03)
                                                       ============    =============    =============    =============

Diluted - as reported                                     $    .06        $     .03         $    .08        $     .06
                                                       ============    =============    =============    =============
Diluted - pro forma                                       $    .03        $    (.01)        $    .03        $    (.03)
                                                       ============    =============    =============    =============
</TABLE>

The assumptions  regarding the annual vesting of stock options were 33% per year
and 25% per year for options  granted in 2003 and 2002,  respectively.  The fair
value  of each  option  grant  is  estimated  on the  date of  grant  using  the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions  used for grants in 2003 and 2002,  respectively:  Dividend yield of
0%;  expected  volatility  of 67% and 68%,  risk-free  interest rate of 2.0% and
3.7%, and expected life of three and four years.

Earnings Per Share:  Basic earnings per share is computed by dividing net income
by the weighted  average  number of common  shares  outstanding  for the period.
Diluted earnings per share calculations reflect the assumed exercise of dilutive
employee stock options,  applying the treasury stock method.  Dilutive  earnings
per share  calculations  exclude  the  effect  of  approximately  1,609,000  and
1,797,000  options  for the  second  quarter  2003 and 2002,  respectively,  and
1,767,000 and 1,327,000 for the first six months of 2003 and 2002  respectively,
since such options have an exercise  price in excess of the average market price
of the Company's common stock for the respective periods.
<PAGE>

Note  -  B  During the six months ended June 30, 2003, 11,250 common shares were
issued upon the exercise of stock options.

Note  -  C  Inventories, net

Inventories consisted of the following:
                                                  June 30,         December 31,
                                                    2003               2002
                                              ---------------    ---------------

Purchased parts and components                   $5,465,000          $3,967,000
Work in process                                   3,289,000           2,046,000
Finished goods                                    2,518,000           2,088,000
                                              ---------------    ---------------
                                                 11,272,000           8,101,000
Less:  reserve for inventory obsolescence        (3,462,000)         (3,551,000)
                                              ---------------    ---------------
   Net                                           $7,810,000          $4,550,000
                                              ===============    ===============

Note  -  D  Restructuring Programs

During  2002,  the  Company  improved  its  cost  structure   primarily  through
reductions  in  the  Company's  staff  and  by  consolidating   the  engineering
operations  of its Raleigh,  North  Carolina  facility  into its Ottawa,  Canada
Signaling Group. The programs were initiated during the first and third quarters
of 2002 as the continuing  decline in capital  spending in the Company's  target
markets resulted in lower than anticipated  Company revenue.  Substantially  all
actions under these programs were completed in 2002,  although lease commitments
will continue through 2005. A summary of the activity and the remaining  balance
at June 30, 2003 in the restructuring accrual is as follows:

                       Severance
                      and related        Lease          Asset
                        costs         commitments     impairment        Total
                    ------------    -------------    ------------   ------------
2002 charge           $341,000        $177,000         $55,000        $573,000
2002 utilization      (332,000)        (23,000)        (55,000)       (410,000)
                     ------------    -------------   ------------   ------------
Balance at
   December 31, 2002     9,000         154,000                         163,000
Q1 2003 utilization                    (33,000)                        (33,000)
                     ------------    -------------   ------------   ------------
Balance at
   March 31, 2003        9,000         121,000                         130,000
Q2 2003 utilization     (9,000)        (31,000)                        (40,000)
                     ------------    -------------   ------------   ------------
Balance at
   June 30, 2003      $               $ 90,000         $              $ 90,000
                     ============    =============   ============   ============


Note  -  E  Subsequent Event

On July 1, 2003, the litigation  settlement  agreement associated with the class
action  lawsuits  filed during the second  quarter 2000 against the Company,  as
well as several of its officers and  directors,  alleging  violations of federal
securities  laws was accepted and approved by the United States  District  Court
for the Western  District of New York and all claims therein were dismissed with
prejudice.  The costs  associated  with the settlement of this  litigation  were
recorded in the third quarter of 2002.


<PAGE>


             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

Matters discussed in Management's Discussion and Analysis of Financial Condition
and  Results  of   Operations   and   elsewhere   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 Exchange Act of 1934,
as  amended,  and are  subject  to the safe  harbor  provisions  of the  Private
Securities  Litigation  Reform Act of 1995.  The Company's  actual results could
differ materially from those discussed in the forward-looking statements.

Overview

Business Strategy: Performance Technologies has a proven history of successfully
adapting its  products,  services  and  organization  to a  constantly  changing
technology-driven marketplace. This adaptation has been demonstrated through the
course of several business cycles that have occurred since its founding in 1981.
With the Computing  Products  Group  acquisition in October 2002, a new business
strategy  was  defined  that  management  believes  will  continue  to drive the
Company's  growth.  This strategy is to supply  "comprehensive"  embedded system
platforms   incorporating   multiple   components  from  the  Company's  product
portfolio.  Please refer to the Company's  Annual  Report on Form 10-K,  PART 1,
Item 1, under the caption  "Business,"  for a discussion  of the  Company's  new
corporate and product strategies for 2003.

Financial  Information:  Revenue in the second  quarter 2003 was $12.6  million,
compared to $6.6  million in the second  quarter  2002.  For the second  quarter
2003, the results of operations include the Computing Products Group acquired in
October 2002. Net income for the second quarter 2003 amounted to $.7 million, or
$.06 per diluted share,  compared to $.4 million,  or $.03 per diluted share for
the second  quarter  2002,  based on 12.4 million  shares  outstanding  for each
quarter.

Revenue for the six months  ended June 30, 2003 was $23.7  million,  compared to
$13.0 million in the corresponding period a year earlier. Net income amounted to
$1.0 million,  or $.08 per diluted share for the first six months 2003, based on
12.3  million  shares  outstanding.  Net income  for the first six  months  2002
amounted to $.8 million, or $.06 per diluted share including expenses associated
with a  restructuring  charge  recorded in the first  quarter  amounting  to $.2
million  (pre-tax),  or $.01 per  diluted  share.  Excluding  the  restructuring
charge,  net income for the first six months 2002  amounted to $.9  million,  or
$.07 per diluted share, based on 12.5 million shares outstanding.

Cash and  marketable  securities  amounted  to $24.0  million at June 30,  2003,
compared to $24.1 million at December 31, 2002, and no long-term debt existed at
either date.

The following includes forward-looking  statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 and is subject to the safe harbor  provisions of the Private  Securities
Litigation Reform Act of 1995.

With the Computing  Products  Group  acquisition  in October  2002,  the Company
substantially  broadened  its product  offering to include  computing and system
platform  products,   and  more  than  doubled  its  addressable   market.  More
importantly, this acquisition enabled the Company to elevate its market position
as a more  complete  supplier  to its  customers.  Furthermore,  a new  business
strategy was defined  following the acquisition  that  management  believes will
continue  to  drive  the   Company's   growth.   This   strategy  is  to  supply
"comprehensive" embedded system platforms incorporating multiple components from
the Company's product portfolio.

Nine  months  after  embarking  on  this  expanded  strategy,  there  are  clear
indications  that the  Company's  products are being  evaluated for new programs
earlier in the  customer's  design cycle.  This  increases the  opportunity  for
"pull-through" of the Company's entire product line of network access, switching
and signaling  products into the  customer's  final  product  design.  One clear
example of the success and growth  potential of this  strategy is the  Company's
recent  announcement  of the  Stratus  Technologies  design win.  This  customer
transitioned  from considering one of the Company's  products before the Ziatech
acquisition,    to   designing   their   next-generation,    high   availability
communications  server  solution  with four  distinct  Performance  Technologies
products. It was the Company's expanded product capabilities,  combined with the
Company's  ability  to assure  system  interoperability  that  resulted  in this
significant design win.

Another  measurable  result  of the  new  business  strategy  is  the  quarterly
sequential revenue growth,  margin  improvement and enhanced  profitability that
the Company  realized during the second quarter.  The organization is focused on
the  continuation  of this new momentum.  In addition,  management  continues to
aggressively seek  opportunities to acquire elements,  products and technologies
to add to its current capabilities.

Forward Looking Guidance for the Third Quarter 2003 (published July 23, 2003):

The Company's products are integrated into current and next-generation  embedded
systems infrastructure. Traditionally, design wins have been an important metric
for  management to judge the Company's  product  acceptance in its  marketplace.
Typically,  design wins reach  production  volumes at varying  rates,  generally
beginning  twelve to eighteen  months after the design win occurs.  A variety of
risks such as schedule delays, cancellations and changes in customer markets and
economic  conditions  can  adversely  affect a design win before  production  is
reached or during  deployment.  While management still believes that design wins
are an important  metric in  evaluating  the market  acceptance of the Company's
products,  as the economy slowed in 2001 and 2002 fewer customers were doing new
design  activity,  and a smaller  number of these  design  wins were moving into
production than in the past. In addition,  during  difficult  economic  periods,
frequently a substantial portion of the Company's revenue is derived from orders
placed within the quarter and shipped in the final month of the quarter.

In the Company's target markets,  capital spending  appeared to stabilize during
the fourth  quarter 2002, and beginning in 2003 certain  customers  appear to be
moving projects toward production.  However,  overall,  new project  development
culminating  in actual  design wins in the second  quarter  was still  sluggish.
Nonetheless, during the second quarter 2003, the Company realized two new design
wins for its IPnexusTM  (including  rebranded  ZiatechTM  products) and SEGwayTM
product families. Forward-looking visibility in the market is still limited.

Based upon the current  business  mix,  the current  backlog and review of sales
forecasts,  management  expects  revenue to be $12.5 million to $13.5 million in
the third quarter 2003.  Gross margin is expected to be  approximately  47.5% to
49.5% and diluted  earnings  per share for the third  quarter are expected to be
between $.05 and $.09.  The  effective  income tax rate for the third quarter is
assumed to be 31%.

More in-depth  discussions of the Company's  strategy and financial  performance
can be found in the Company's recent Annual and Quarterly Reports,  on Form 10-K
and Form 10-Q, as filed with the Securities and Exchange Commission.


<PAGE>


            Quarter and Six Months Ended June 30, 2003, Compared with
                 the Quarter and Six Months Ended June 30, 2002

The following table presents the percentage of sales represented by each item in
the Company's consolidated  statements of income for the periods indicated.  The
table  includes  the results of  operations  of the  Computing  Products  Group,
acquired by the Company in October 2002.

<TABLE>
<S>                                                            <C>               <C>              <C>                <C>
                                                                 Three Months Ended                  Six Months Ended
                                                                      June 30,                           June 30,
                                                                2003              2002             2003               2002
                                                           -------------    --------------    -------------    --------------


Sales                                                           100.0%            100.0%           100.0%            100.0%
Cost of goods sold                                               51.5              40.4             53.0              40.9
                                                           -------------    --------------    -------------    --------------
Gross profit                                                     48.5              59.6             47.0              59.1
                                                           -------------    --------------    -------------    --------------

Operating expenses:
  Selling and marketing                                          11.4              18.3             11.9              17.4
  Research and development                                       19.6              25.4             20.2              24.4
  General and administrative                                      9.5               8.8              9.5               8.9
  Restructuring charge                                                                                                 1.3
                                                           -------------    --------------    -------------    --------------
        Total operating expenses                                 40.5              52.5             41.6              52.0
                                                           -------------    --------------    -------------    --------------
Income from operations                                            8.0               7.1              5.4               7.1

Other income, net                                                 1.0               1.8              1.1               1.8
                                                           -------------    --------------    -------------    --------------
Income before income taxes and equity in loss
  of unconsolidated company                                       9.0               8.9              6.5               8.9

Income tax provision                                             (2.8)             (2.8)            (2.0)             (2.8)
                                                           -------------    --------------    -------------    --------------
Income before equity in loss of unconsolidated
  company                                                         6.2               6.1              4.5               6.1

Equity in loss of unconsolidated company,
  net of tax                                                     (0.6)                              (0.4)
                                                           -------------    --------------    -------------    --------------

         Net income                                               5.6%              6.1%             4.1%              6.1%
                                                           =============    ==============    =============    ==============

</TABLE>

<PAGE>

Sales.  Total  revenue for the second  quarter 2003  amounted to $12.6  million,
compared to $6.6  million for the same quarter in 2002.  For the second  quarter
2003, the Computing  Products Group contributed $5.5 million to revenue.  During
the second  quarter 2003,  the Company had two customers  that each  represented
greater than 10% of sales,  and the four largest  customers  represented  58% of
sales.  Shipments to customers outside of North America  represented 17% and 23%
of sales during the second quarter of 2003 and 2002, respectively.

Total  revenue for the first six months of 2003 was $23.7  million,  compared to
$13.0 million for the same period in 2002. For the first six months of 2003, the
Computing Products Group contributed $11.2 million to revenue.

For the periods indicated, the Company's products are grouped into four distinct
categories  in one  market  segment:  Signaling  and  network  access  products,
Computing products,  IPnexus switch products,  and other products.  Revenue from
each product  category is  expressed as a percentage  of sales for the three and
six months ending June 30, 2003 and 2002:
<TABLE>
<S>                                                         <C>              <C>             <C>            <C>

                                                              Three Months Ended                Six Months Ended
                                                                   June 30,                         June 30,
                                                             2003            2002             2003           2002
                                                          ------------    ------------     -----------    ------------

Signaling and network access products                         47%             89%             41%             88%
Computing products                                            43%              0%             47%              0%
IPnexus switch products                                        9%             10%             11%              9%
Other                                                          1%              1%              1%              3%
                                                          ------------    ------------     -----------    ------------
    Total                                                    100%            100%            100%            100%
                                                          ============    ============     ===========    ============
</TABLE>

Signaling  and  network  access  products:  Network  access  products  provide a
connection  between  embedded  systems  platforms  and  a  variety  of  networks
(including  the  signaling  network) and are used to control the network  and/or
process  information  being  transported  over  networks.  Many of the Company's
signaling   products   enable  the   transport   of  signaling   messages   over
packet-switched (IP) networks.  Revenue from this category in the second quarter
2003  amounted to $5.9  million,  compared to $3.8 million in the first  quarter
2003 and compared to $5.9 million in the second  quarter 2002. For the first six
months of 2003,  revenue from this  category was down 16%,  compared to the same
period in 2002.  During the past two years,  the decline in capital  expenditure
investments by customers in the Company's target markets  significantly  reduced
signaling and network access product  revenue.  Revenue for this category during
the second quarter 2003 reflects a potential reversal of this trend.

Computing  products:  The Computing Products Group was acquired during the third
quarter  2002 and its  products  include a range of single  board  computers,  a
variety of embedded system chassis and associated chassis  management  products.
These products enable Performance Technologies to provide comprehensive embedded
system platforms incorporating multiple components from the Company's portfolio.

IPnexus switch  products:  The Company's  IPnexus switch product family has been
designed for the embedded  systems market and is based on the PICMG 2.16 systems
architecture,  which was ratified by the industry  standards  group in September
2001. The Company is now shipping nine distinct switch models to customers, with
new models  scheduled  for release  later this year.  Revenue from this category
increased  78% to $1.1  million  in the second  quarter  2003,  compared  to $.6
million in the  respective  quarter  of 2002.  For the first six months of 2003,
revenue from this category exceeded switch shipments for all of 2002 and were up
128%, compared to the same period in 2002.

Other product revenue: This revenue is related to legacy products. Over the past
twenty-four   months,   customer   demand  for  these   products   has  declined
significantly  as  customers  have  moved to newer  technologies.  Many of these
products are project oriented and shipments can fluctuate on a quarterly basis.

Gross profit.  Gross profit consists of sales, less cost of goods sold including
material costs,  manufacturing  expenses,  amortization of software  development
costs,  expenses  associated with  engineering  contracts and technical  support
function  expenses.  For the second quarter,  gross margin amounted to 48.5% and
59.6% of sales in 2003 and 2002,  respectively.  Gross margin  during the second
quarter 2003  improved from 45.3% in the first  quarter 2003  primarily  because
fixed  manufacturing  overhead  was spread over more units  produced and shipped
during the second  quarter.  Overall,  the decrease in gross  margin  during the
second  quarter  2003,   compared  to  the  second  quarter  2002  is  primarily
attributable to the lower gross margin for computing  products,  acquired in the
fourth quarter 2002.

Total Operating  Expenses.  Total operating  expenses were $5.1 million and $3.5
million for the second quarter 2003 and 2002, respectively.  For the six months,
total  operating  expenses  were $9.8 million and $6.8 million in 2003 and 2002,
respectively. In October 2002, the Computing Products Group was acquired. During
the first quarter 2003, the Company began to selectively  increase  expenditures
in the Computing  Products  Group and in sales and  marketing,  to implement the
first phase of its new business  strategy.  During  January and September  2002,
staff  reductions  were initiated  throughout the  organization  to more closely
align expenses with the then current revenue levels.

Selling and marketing expenses were $1.4 million and $1.2 million for the second
quarter 2003 and 2002,  respectively.  For the six months, selling and marketing
expenses were $2.8 million and $2.3 million in 2003 and 2002,  respectively.  In
October  2002,  the  Computing  Products  Group was  acquired.  During the first
quarter 2003, the Company began to increase  expenditures in sales and marketing
to implement the first phase of its new business  strategy.  During  January and
September  2002,  sales and marketing  staff  reductions  were initiated to more
closely align expenses with the then current revenue levels.

Research  and  development  expenses  were $2.5 million and $1.7 million for the
second  quarter 2003 and 2002,  respectively.  For the six months,  research and
development  expenses  were  $4.8  million  and $3.2  million  in 2003 and 2002,
respectively. In October 2002, the Computing Products Group was acquired. During
the  first  quarter  2003,  the  Company  increased   research  and  development
expenditures in its Computing Products Group. During January and September 2002,
engineering  staff reductions were initiated to more closely align expenses with
the then  current  revenue  levels.  The Company  capitalizes  certain  software
development  costs,  which  reduces the amount of  engineering  costs charged to
operating expense. Amounts capitalized were $.6 million in each of the first six
months of 2003 and 2002, respectively.

General and  administrative  expenses  were $1.2 million and $.6 million for the
second quarter 2003 and 2002,  respectively.  For the first six months,  general
and administrative expenses were $2.3 million and $1.2 million in 2003 and 2002,
respectively. The increase in expense is primarily attributable to 2003 expenses
associated  with the  Computing  Products  Group  acquired  in October  2002 and
expenses associated with the Chief Strategic Officer position created in January
2003.

Restructuring charges were zero and $.2 million for the first six months of 2003
and 2002, respectively. In January 2002, the Company improved its cost structure
primarily  through the reduction of the Company's  staff resulting in a decrease
in its workforce of approximately 10%.

Other  income,  net.  Other income  consists  primarily of interest  income from
marketable securities and cash equivalents.  The funds are primarily invested in
high quality Municipal,  U.S. Treasury and corporate obligations with maturities
of less than one year.

Income taxes.  The  provision for income taxes for the second  quarter and first
six months of 2003 and 2002 is based on an assumed combined  federal,  state and
foreign effective tax rate of 31%. The difference between the effective tax rate
and the  federal  statutory  rate of 34% is  attributable  to certain  permanent
items.

Equity in Loss of  Unconsolidated  Company,  net of tax. In September  2002, the
Company completed a 47% minority interest investment in Momentum Computer, Inc.,
a developer of specialized  single board computer solutions located in Carlsbad,
California.  During the second  quarter and first six months  2003,  losses were
recorded reflecting the allocation of Momentum's net loss to the Company,  based
on the Company's ownership percentage.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2003, the Company's  primary  source of liquidity  included cash and
cash  equivalents  of $24.0  million.  The Company had working  capital of $33.2
million and $32.1 million at June 30, 2003 and December 31, 2002,  respectively.
The Company allowed its revolving credit facility in the amount of $5 million to
expire in April 2003.

Cash provided by operating  activities amounted to $1.1 million and $2.6 million
for the first six months of 2003 and 2002, respectively.

Capital  equipment  purchases  amounted  to $.5  million and $.6 million for the
first six months 2003 and 2002, respectively. Capitalization of certain software
development  costs  amounted  to $.6  million in each of the first six months of
2003 and 2002, respectively.

In August 2002, the Board of Directors authorized a plan to repurchase up to one
million  shares of the Company's  common  stock.  During the first six months of
2003,  the Company  repurchased  a total of 56,000 shares at a total cost of $.2
million under this program.

Assuming there is no significant  change in the Company's  business,  management
believes that its current cash and cash  equivalents  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,
management is continuing its strategic acquisition program to further accelerate
its new product  and market  penetration  efforts.  This  program  could have an
impact on the Company's working capital, liquidity or capital resources.

Recently Issued Accounting Pronouncements

FIN 45 - In November 2002, the FASB issued  Interpretation No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness of Others."  Interpretation  No. 45 required that at
the time a company  issues a guarantee,  the company  must  recognize an initial
liability for the fair value,  or market value,  of the  obligations  it assumes
under that guarantee.  This  interpretation is applicable on a prospective basis
to guarantees  issued or modified  after December 31, 2002. The Company does not
currently provide significant guarantees on a routine basis. The Company adopted
this  interpretation  and it did not have a  material  impact on the  results of
operations or the financial position of the Company.

FIN 46 - In January 2003, the FASB issued  Interpretation No. 46, "Consolidation
of Variable Interest Entities."  Interpretation No. 46 requires companies with a
variable  interest  entity  to apply  this  guidance  to that  entity  as of the
beginning of the first interim period beginning after June 15, 2003 for existing
interests and  immediately  for new interests.  The  application of the guidance
could  result in the  consolidation  of a  variable  interest  entity.  The only
variable interest entity of the Company is its investment in Momentum  Computer,
Inc.  The Company  adopted  this  interpretation  and it did not have a material
impact on the financial results.

Critical Accounting Estimates and Assumptions

In preparing the financial  statements  in accordance  with GAAP,  management is
required to make  estimates and  assumptions  that have an impact on the assets,
liabilities,  revenue and expense  amounts  reported.  These  estimates can also
affect   supplemental   information   disclosures  by  the  Company,   including
information  about  contingencies,  risk and  financial  condition.  The Company
believes,  given current facts and circumstances,  its estimates and assumptions
are reasonable,  adhere to GAAP, and are consistently  applied.  Inherent in the
nature of an estimate or assumption  is the fact that actual  results may differ
from estimates, and estimates may vary as new facts and circumstances arise. The
critical accounting policies, judgments and estimates, which management believes
have the most  significant  effect  on the  financial  statements  are set forth
below:

          o        Revenue Recognition
          o        Software Development Costs
          o        Valuation of Inventory

Revenue  Recognition:  The Company recognizes revenue in accordance with the SEC
Staff  Accounting  Bulletin  (SAB) No. 101,  "Revenue  Recognition  in Financial
Statements."  The Company  recognizes  revenue  when  persuasive  evidence of an
arrangement  exists,  delivery has occurred or services have been provided,  the
sale price is fixed or determinable,  and collectability is reasonably  assured.
Additionally,  the Company sells its products on terms, which transfer title and
risk of loss at a specified  location,  typically  shipping point.  Accordingly,
revenue  recognition  from  product  sales  occurs  when  all  factors  are met,
including  transfer  of title  and risk of loss,  which  generally  occurs  upon
shipment by the Company.  Revenue earned from  arrangements for software systems
requiring significant production,  modification, or customization of software is
recognized over the contract period as performance milestones are fulfilled.  If
all  conditions of revenue  recognition  are not met, the Company defers revenue
recognition.  Revenue from  consulting  and other  services is recognized at the
time the services are rendered.  Any anticipated losses on contracts are charged
to  operations  as soon as such losses are  determined.  Revenue  from  software
maintenance  contracts is recognized  ratably over the contractual  period.  The
Company believes that the accounting  estimate related to revenue recognition is
a "critical  accounting  estimate" because the Company's terms of sale can vary,
and  management  exercises  judgment  in  determining  whether to defer  revenue
recognition.  Such  judgments  may  materially  affect net sales for any period.
Management  exercises judgment within the parameters of GAAP in determining when
contractual  obligations are met, title and risk of loss are transferred,  sales
price is fixed or determinable and collectability is reasonably assured.

Software   Development  Costs:  All  software   development  costs  incurred  in
establishing the  technological  feasibility of computer software products to be
sold are research and development  costs.  Software  development  costs incurred
subsequent  to the  establishment  of  technological  feasibility  of a computer
software  product to be sold and prior to general  release of that  product  are
capitalized.  Amounts capitalized are amortized commencing after general release
of that product over the  estimated  remaining  economic  life of that  product,
generally  three  years,  or using the ratio of current  revenues to current and
anticipated revenues from such product, whichever provides greater amortization.
If in the judgment of  management,  technological  feasibility  for a particular
project has not been met or recoverability  of amounts  capitalized is in doubt,
project  costs are expensed as research and  development  or charged to costs of
goods sold, as applicable.  The Company  believes that the  accounting  estimate
related  to  software  development  costs is a  "critical  accounting  estimate"
because the  Company's  management  exercises  judgment in  determining  whether
project  costs are  expensed as research and  development.  Such  judgments  may
materially affect expense amounts for any period.  Management exercises judgment
within the parameters of GAAP in determining when technological  feasibility has
been met and recoverability of software development costs is reasonably assured.

Valuation of Inventories: Inventories are stated at the lower of cost or market,
using the first-in, first-out method. The Company's inventory includes purchased
parts and components,  work in process and finished goods.  The Company provides
inventory reserves for excess,  obsolete or slow moving inventory after periodic
evaluation of historical  sales,  current  economic  trends,  forecasted  sales,
estimated product  lifecycles and estimated  inventory levels.  The factors that
contribute to inventory valuation risks are the Company's purchasing  practices,
electronic component  obsolescence,  accuracy of sales and production forecasts,
introduction  of new products,  product  lifecycles and the  associated  product
support.  The Company  manages  its  exposure to  inventory  valuation  risks by
maintaining safety stocks,  minimum purchase lots,  managing product end-of-life
issues  brought on by aging  components  or new  product  introductions,  and by
utilizing  certain  inventory  minimization  strategies  such as  vendor-managed
inventories.  The  Company  believes  that the  accounting  estimate  related to
valuation  of  inventories  is a "critical  accounting  estimate"  because it is
susceptible  to  changes  from  period-to-period  due  to  the  requirement  for
management to make estimates  relative to each of the underlying factors ranging
from  purchasing,  to sales,  to production,  to after-sale  support.  If actual
demand,  market  conditions or product  lifecycles are adversely  different from
those  estimated by  management,  inventory  adjustments  to lower market values
would result in a reduction to the carrying  value of inventory,  an increase in
inventory write-offs and a decrease to gross margins.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This Quarterly Report on Form 10-Q contains  forward-looking  statements,  which
reflect the Company's  current views with respect to future events and financial
performance, within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the  Securities  Exchange  Act of 1934 and is subject to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are subject to certain risks and uncertainties,
including  those  identified  below,  which could cause actual results to differ
materially from historical results or those  anticipated.  The words "believes,"
"anticipates,"  "plans," "may," "intend," "estimate," "will," "should," "could,"
"feels," "is optimistic," "expects," and other expressions which indicate future
events and trends also identify forward-looking statements. However, the absence
of such words does not mean that a statement is not forward-looking.

The  Company's  future  operating  results  are  subject  to  various  risks and
uncertainties   and  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,
general  business  and  economic  conditions,  rapid or  unexpected  changes  in
technologies,  cancellation or delay of customer orders including those relating
to the "design wins"  referenced  above,  unreliability  of customer  forecasts,
changes  in  the  product  or  customer  mix of  sales,  delays  in new  product
development,  delays or lack of availability of electronic components,  customer
acceptance  of new products and customer  delays in  qualification  of products.
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, 2002 and "Risk
Factors" as  reported in the  Company's  Annual  Report on Form 10-K,  and other
reports as filed with the Securities and Exchange Commission.

Stockholders  are cautioned not to place undue  reliance on the  forward-looking
statements  which speak as of the date of this  Quarterly  Report or the date of
the documents  incorporated  by reference in this Quarterly  Report.  We are not
under any obligation,  and we expressly  disclaim any  obligation,  to update or
alter any such statements.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to various market risks in the normal course of business,
primarily interest rate risk, Canadian currency  fluctuation risk and changes in
the market value of its  investments,  and believes its exposure to such risk is
minimal.  The Company's  investments  are made in accordance  with the Company's
investment policy and primarily consist of U.S. Treasury  securities,  municipal
securities and corporate  obligations.  The Company does not  participate in the
investment of derivative financial instruments.

ITEM 4.   CONTROLS AND PROCEDURES

  (a)     Evaluation Of Disclosure Controls And Procedures.  Our Chief Executive
          Officer  (principal executive officer)  and  Chief  Financial  Officer
          (principal financial  officer)  evaluated our disclosure  controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and  15d-15(e))
          as of the end of the period covered by this quarterly report. Based on
          this  evaluation, our Chief  Executive  Officer  and  Chief  Financial
          Officer  concluded  that our disclosure  controls  and procedures were
          effective as of such date.

  (b)     Changes In Internal Controls Over Financial Reporting.  There has been
          no  change in  our internal  control  over  financial  reporting  that
          occurred  during the fiscal quarter covered  by this quarterly  report
          that has materially affected,  or is reasonably  likely to  materially
          affect, our internal control over financial reporting.

<PAGE>


             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES

                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

On July 1, 2003, the litigation  settlement  agreement associated with the class
action  lawsuits  filed during the second  quarter 2000 against the Company,  as
well as several of its officers and  directors,  alleging  violations of federal
securities  laws was accepted and approved by the United States  District  Court
for the Western  District of New York and all claims therein were dismissed with
prejudice.  The costs  associated  with the settlement of this  litigation  were
recorded in the third quarter of 2002.



ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 2003 Annual  Meeting of  Stockholders  was held June 3, 2003.  The Directors
elected at the meeting were as follows:
                                                     Votes Cast
Nominees                                         For         Withheld

Robert L. Tillman                            11,168,695       486,162
Donald L. Turrell                            11,168,095       486,762

John M. Slusser,  Bernard Kozel, Charles E. Maginness,  Stuart B. Meisenzahl and
John E. Mooney  continue as  Directors  until the next Annual  Meeting,  or such
times as their respective terms expire.

The stockholders voted to adopt the Performance Technologies,  Incorporated 2003
Omnibus Incentive Plan.  7,575,675 shares of common stock were voted in favor of
the proposal,  1,109,633  shares of common stock were voted against the proposal
and 78,832 shares of common stock abstained.

The stockholders also voted to ratify the appointment of  PricewaterhouseCoopers
LLP as independent  accountants for 2003. 11,087,884 shares of common stock were
voted in favor of the  proposal,  561,430  shares of  common  stock  were  voted
against the proposal, and 5,543 shares of common stock abstained.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         A.    Exhibits

               31.1      Rule 13a-14a(a)/15d-14(a) Certification

               31.2      Rule 13a-14a(a)/15d-14(a) Certification

               32.1      Certification Pursuant to 18  U.S.C. Section  1350,  as
                         adopted pursuant to Section  906 of the  Sarbanes-Oxley
                         Act of 2002

         B.    Reports on Form 8-K

               (1) On April 10, 2003, the Company filed a Current Report on Form
               8-K,  ITEM 5 - Other to  inform  stockholders:  (A) On March  17,
               2003, Performance  Technologies announced it had appointed Robert
               Tillman, former president of Ziatech Corporation, to its Board of
               Directors,  and  (B) In a  letter  dated  April  2,  2003  to the
               Chairman of our Board of Directors,  Paul L. Smith indicated that
               he had decided not to stand for  re-election to another term as a
               Director of Performance Technologies, Incorporated. Mr. Smith had
               served as a Director  since 1993 and his current  term expired on
               June 3, 2003. A copy of the related  press  release was furnished
               as an  exhibit  under  Item 7 to  this  Form  8-K.  No  financial
               statements were filed with the Form 8-K.

               (2) On April 24, 2003, the Company filed a Current Report on Form
               8-K, Item 12 - Results of Operations  and Financial  Condition to
               inform stockholders that on April 23, 2003, the Company announced
               its results of operations for the quarter ended March 31, 2003. A
               copy of the related  press  release was  furnished  as an exhibit
               under Item 7 to this Form 8-K.


<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





August 7, 2003                         By: /s/               Donald L. Turrell
                                       ----------------------------------------
                                                             Donald L. Turrell
                                                               President and
                                                         Chief Executive Officer




August 7, 2003                         By: /s/               Dorrance W. Lamb
                                       ----------------------------------------
                                                             Dorrance W. Lamb
                                                     Chief Financial Officer and
                                                       Vice President, Finance



<PAGE>


                                                                 Exhibit 31.1


      Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

I, Donald L. Turrell, certify that:

     1. I have  reviewed  this  Quarterly  Report  on Form  10-Q 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)) 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; and

          b) 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 evaluations; and

          c)  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  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:

          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: August 7, 2003                                 /s/ Donald L. Turrell
                                                     --------------------------
                                                     Donald L. Turrell,
                                                     Chief Executive Officer


<PAGE>


                                                                 Exhibit 31.2

      Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

I, Dorrance W. Lamb, certify that:

     1. I have  reviewed  this  Quarterly  Report  on Form  10-Q 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)) 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; and

          b) 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 evaluations; and

          c)  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  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:

          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: August 7, 2003                                 /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, Chief Executive Officer and Chief Financial Officer,  respectively,  of
Performance Technologies, Incorporated, certify that (i) the Quarterly Report on
Form  10-Q  for the  quarter  ended  June  30,  2003,  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.


                                                /s/ Donald L. Turrell
                                                --------------------------------
                                                Donald L. Turrell
                                                Chief Executive Officer
                                                (Principal Executive Officer)
                                                Date:  August 7, 2003


                                                /s/ Dorrance W. Lamb
                                                --------------------------------
                                                Dorrance W. Lamb
                                                Chief Financial Officer
                                                (Principal Financial Officer and
                                                Principal Accounting Officer)
                                                Date: August 7, 2003