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

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

       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
12,351,370 October 31, 2003.
     ---------------------------------------------------------------------
<PAGE>



             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES

                                      INDEX


                                                                            Page

PART I.       FINANCIAL INFORMATION

Item 1.       Consolidated Financial Statements

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

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

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

                Notes to Consolidated Financial Statements for the Nine
                Months Ended September 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     16

Item 4.       Controls and Procedures                                        16


PART II.      OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K                               17

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>

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

Current assets:
  Cash and cash equivalents                                                     $25,997,000        $22,077,000
  Marketable securities                                                                              2,006,000
  Accounts receivable, net                                                        6,627,000          6,622,000
  Inventories, net                                                                6,341,000          4,550,000
  Prepaid expenses and other assets                                                 403,000            942,000
  Deferred taxes                                                                  1,667,000          1,574,000
                                                                               --------------     --------------
       Total current assets                                                      41,035,000         37,771,000

Property, equipment and improvements, net                                         2,617,000          3,012,000
Software development costs, net                                                   2,468,000          2,068,000
Note receivable from unconsolidated company                                       1,000,000          1,000,000
Investment in unconsolidated company                                              1,080,000          1,353,000
                                                                               --------------     --------------
       Total assets                                                             $48,200,000        $45,204,000
                                                                               ==============     ==============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                              $ 1,414,000        $ 1,926,000
  Income taxes payable                                                            1,108,000            502,000
  Accrued expenses                                                                3,515,000          3,213,000
                                                                               --------------     --------------
       Total current liabilities                                                  6,037,000          5,641,000

Deferred taxes                                                                      781,000            754,000
                                                                               --------------     --------------
       Total liabilities                                                          6,818,000          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                                                     10,448,000         10,961,000
  Retained earnings                                                              42,481,000         40,565,000
  Treasury stock - at cost; 968,875 and 1,013,696 shares
    held at September 30, 2003 and December 31, 2002, respectively              (11,622,000)       (12,782,000)
  Accumulated other comprehensive loss                                              (58,000)           (68,000)
                                                                               --------------     --------------
       Total stockholders' equity                                                41,382,000         38,809,000
                                                                               --------------     --------------
       Total liabilities and stockholders' equity                               $48,200,000        $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                      Nine Months Ended
                                                       September 30,                          September 30,
                                                  2003                2002               2003                2002
                                             ---------------    ---------------    ----------------    ---------------


Sales                                           $13,060,000        $ 3,955,000        $36,735,000         $16,981,000
Cost of goods sold                                6,516,000          2,216,000         19,062,000           7,544,000
                                             ---------------    ---------------    ----------------    ---------------
Gross profit                                      6,544,000          1,739,000         17,673,000           9,437,000
                                             ---------------    ---------------    ----------------    ---------------

Operating expenses:
  Selling and marketing                           1,514,000            855,000          4,322,000           3,128,000
  Research and development                        2,513,000          1,576,000          7,291,000           4,757,000
  General and administrative                      1,168,000            558,000          3,430,000           1,717,000
  Restructuring charge                                                 410,000                                573,000
  Class action legal settlement                                        143,000                                143,000
                                             ---------------    ---------------    ---------------     ---------------
      Total operating expenses                    5,195,000          3,542,000         15,043,000          10,318,000
                                             ---------------    ---------------    ---------------     ---------------
Income (loss) from operations                     1,349,000         (1,803,000)         2,630,000            (881,000)

Other income, net                                   150,000             95,000            404,000             332,000
                                             ---------------    ---------------    ---------------     ---------------
Income (loss) before income taxes
   and equity in loss of
   unconsolidated company                         1,499,000         (1,708,000)         3,034,000            (549,000)

Income tax provision (benefit)                      465,000           (529,000)           941,000            (170,000)
                                             ---------------    ---------------    ---------------     ---------------
Income (loss) before equity in loss
   of unconsolidated company                      1,034,000         (1,179,000)         2,093,000            (379,000)

Equity in loss of unconsolidated
   company, net of tax                              (79,000)           (12,000)          (177,000)            (12,000)
                                             ---------------    ---------------    ---------------     ---------------
      Net income (loss)                         $   955,000        $(1,191,000)       $ 1,916,000         $  (391,000)
                                             ===============    ===============    ===============     ===============


Basic earnings (loss) per share                 $       .08        $      (.10)       $       .16         $      (.03)
                                             ===============    ===============    ===============     ===============

Diluted earnings (loss) per share               $       .07        $      (.10)       $       .15         $      (.03)
                                             ===============    ===============    ===============     ===============



Weighted average number of
  common shares used in basic earnings
  per share                                      12,235,758         12,280,853         12,219,801          12,259,834
Potential common shares                             768,380                               336,038
                                             ---------------    ---------------   ----------------     ---------------
Weighted average number of
  common shares used in diluted earnings
  per share                                      13,004,138         12,280,853         12,555,839          12,259,834
                                             ===============    ===============    ===============     ===============

</TABLE>


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


<PAGE>


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

                                                                                   Nine Months Ended
                                                                                     September 30,
                                                                              2003                   2002
                                                                        ------------------     ------------------

Cash flows from operating activities:
Net income (loss)                                                           $ 1,916,000            $  (391,000)
Non-cash adjustments:
    Depreciation and amortization                                             1,721,000              1,592,000
    Equity in loss of unconsolidated company, net of tax                        177,000                 12,000
    Other                                                                       172,000                250,000
Changes in operating assets and liabilities:
    Accounts receivable                                                         (92,000)             4,185,000
    Inventories                                                              (1,791,000)              (136,000)
    Prepaid expenses and other assets                                           540,000                (13,000)
    Accounts payable and accrued expenses                                      (177,000)              (503,000)
    Income taxes payable                                                        606,000               (243,000)
                                                                       -----------------      -----------------
      Net cash provided by operating activities                               3,072,000              4,753,000
                                                                       -----------------      -----------------

Cash flows from investing activities:
Purchases of property, equipment and improvements                              (638,000)              (665,000)
Capitalized software development costs                                       (1,103,000)              (949,000)
Purchase of marketable securities                                                                   (2,011,000)
Maturities of marketable securities                                           2,006,000
Note receivable from unconsolidated company                                                         (1,000,000)
Investment in unconsolidated company                                                                (1,500,000)
Other                                                                           (28,000)
                                                                       -----------------      -----------------
      Net cash provided (used) by investing activities                          237,000             (6,125,000)
                                                                       -----------------      -----------------

Cash flows from financing activities:
Exercise of stock options and warrants                                          805,000                250,000
Purchase of treasury stock                                                     (194,000)
                                                                       -----------------      -----------------
      Net cash provided by financing activities                                 611,000                250,000
                                                                       -----------------      -----------------

      Net increase (decrease) in cash and cash equivalents                    3,920,000             (1,122,000)

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

Cash and cash equivalents at end of period                                  $25,997,000            $25,791,000
                                                                       =================      =================

</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 NINE MONTHS ENDED SEPTEMBER 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 in the United States
of America 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 September 30, 2003, the Company had one
restricted stock plan and three stock option plans.  Grants under the restricted
stock  plan are  charged to  compensation  costs over the  vesting  period.  The
Company   accounts  for  the  stock  option  plans  under  the  recognition  and
measurement   principles  of  Accounting   Principles   Board  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
Statement of Financial Accounting Standards 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                  Nine Months Ended
                                                        September 30,                       September 30,
                                                     2003             2002                2003               2002
                                                -------------    --------------     --------------    ---------------

 Net income (loss), as reported                     $955,000        $(1,191,000)       $1,916,000        $  (391,000)

 Deduct: Total stock-based employee
   compensation expense determined
   under fair value based method for
   all awards, net of related tax effects           (381,000)          (571,000)       (1,032,000)        (1,713,000)
                                                -------------    ---------------    --------------    ---------------
 Pro forma net income (loss)                        $574,000        $(1,762,000)       $  884,000        $(2,153,000)
                                                =============    ===============    ==============    ===============


 Earnings (loss) per share:
 Basic - as reported                                $    .08        $      (.10)       $      .16        $      (.03)
                                                =============    ===============    ==============    ===============
 Basic - pro forma                                  $    .05        $      (.14)       $      .07        $      (.18)
                                                =============    ===============    ==============    ===============

 Diluted - as reported                              $    .07        $      (.10)       $      .15        $      (.03)
                                                =============    ===============    ==============    ===============
 Diluted - pro forma                                $    .04        $      (.14)       $      .07        $      (.18)
                                                =============    ===============    ==============    ===============
</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.

<PAGE>
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 743,000 and 2,166,000
options for the third  quarter 2003 and 2002,  respectively,  and  1,425,000 and
1,900,000  for the first nine 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.

During the nine months ended  September  30, 2003,  101,171  common  shares were
issued upon the exercise of stock options.


Note - B    Inventories, net

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

Purchased parts and components                     $5,073,000        $3,967,000
Work in process                                     2,550,000         2,046,000
Finished goods                                      2,181,000         2,088,000
                                                 --------------  ---------------
                                                    9,804,000         8,101,000
Less: reserve for inventory obsolescence           (3,463,000)       (3,551,000)
                                                 --------------  ---------------
   Net                                             $6,341,000        $4,550,000
                                                 ==============  ===============

Note - C    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 September 30, 2003 in the restructuring accrual is as follows:
<TABLE>
<S>                                    <C>                <C>                    <C>             <C>

                                      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
Q3 2003 utilization                                        (32,000)                                (32,000)
                                    ---------------    -----------------     --------------    --------------
Balance at
   September 30, 2003                  $                  $ 58,000              $                 $ 58,000

                                    ===============    =================     ==============    ==============
</TABLE>
<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  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 third  quarter  2003 was $13.1  million,
compared  to $4.0  million  in the  corresponding  quarter a year  earlier.  The
Computing Products Group, acquired in October 2002,  contributed $4.3 million to
revenue in this period.  Net income for the third  quarter 2003 amounted to $1.0
million,  or $.07 per diluted  share,  compared to a net loss  amounting to $1.2
million,  or $(.10) per diluted share for the third quarter 2002,  based on 13.0
million and 12.3 million shares  outstanding,  respectively.  Third quarter 2002
results included  expenses  associated with a restructuring  charge amounting to
$.4  million  (pre-tax),  or  $.02  per  diluted  share,  and the  class  action
settlement cost amounting to $.1 million (pre-tax), or $.01 per diluted share.

Revenue for the nine months ended September 30, 2003 was $36.7 million, compared
to $17.0  million in the  corresponding  period a year  earlier.  The  Computing
Products Group,  acquired in October 2002,  contributed $15.4 million to revenue
in this  period.  Net income for the first nine months of 2003  amounted to $1.9
million,  or $.15 per diluted  share,  compared to a net loss  amounting  to $.4
million, or $(.03) per diluted share for the first nine months of 2002, based on
12.6 million and 12.3 million shares outstanding,  respectively. Results for the
first  nine  months of 2002  included  restructuring  charges  amounting  to $.6
million  (pre-tax),  or $.03 per diluted share, and the class action  settlement
cost amounting to $.1 million (pre-tax), or $.01 per share.

Cash and marketable  securities amounted to $26.0 million at September 30, 2003,
compared to $24.1 million at December 31, 2002 and no long-term  debt existed at
either date.

The  following  contains  forward-looking  statements  within the meaning of the
Securities  Act of 1933 and  Securities  Exchange Act of 1934 and are subject to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.

Early in 2003, a corporate-wide effort was launched to reposition the Company to
deliver fully managed,  system-level platform solutions. This effort achieved an
important  milestone  during the third quarter with the release of the IPnexusTM
Advanced  Managed  Platform  product line.  This new line of platform  solutions
specifically  addresses equipment  manufacturers'  requirements for an increased
level  of  system   integration  and  services  from  suppliers.   This  growing
opportunity  for the Company is the result of downsized  engineering  staffs and
increased  time-to-market  pressures  placed  on  equipment  manufacturers.  The
Company's  strategy  addresses this trend by effectively  enabling  customers to
replace  proprietary  or legacy  platforms  with the latest  generation of fully
managed system functionality.
<PAGE>

During the third quarter,  the Company  continued to focus its marketing,  sales
and engineering  resources on growth  opportunities for integrated platforms and
associated  embedded  products.  Marketing  promotional  programs are  targeting
regional,  Company sponsored,  technology seminars designed to educate customers
on  the  latest  systems  and  platform  strategies,   while  demonstrating  the
capability  of  the  IPnexus  platform  solutions  for  a  variety  of  customer
applications.  The  Company's  worldwide  sales  force  continues  to  focus  on
realizing design wins for these new integrated  platform  solutions.  The recent
design win announcements  with Sun Microsystems and Stratus  Technologies,  both
expected  to  be  multi-million   dollar  revenue  customers  during  2004,  are
representative  of the ideal target customers for the Company's new system-level
platform solutions.  At all corporate locations,  engineering continues to focus
on both  hardware  and  software  development  to support the  Advanced  Managed
Platforms  configured  from  the  Company's  individual  embedded  products  and
technologies.

During the quarter,  the Company also registered growing design activity related
to the  SEGwayTM  line of  Signaling  Communication  Products  that are built to
utilize  cost-effective  contemporary  IP networks.  The SEGway  product line is
built on the Company's  integrated  platforms and is increasingly being deployed
in a variety of communication applications throughout the world.

Forward  Looking  Guidance for the Fourth  Quarter 2003  (published  October 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.  If
implemented,  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,  changes in customer markets and
economic  conditions  can  adversely  affect a design win before  production  is
reached, or during deployment. In addition, during difficult economic periods, a
substantial  portion of the Company's revenue is frequently  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,  however,  very few companies in the Company's  target
markets are currently experiencing revenue growth.  Starting in 2003, certain of
the  Company's  customers  began moving  projects  toward  production  and since
mid-year,  the Company's  sales  organization  has seen a broad  acceleration in
design activity.  During the third quarter 2003, the Company realized six design
wins for its IPnexus and SEGway product families. Unfortunately, forward-looking
visibility on customer orders continues to be very limited.

Based upon the current  business  mix,  the current  backlog and review of sales
forecasts,  management  expects  revenue to be $12.0 million to $13.0 million in
the fourth quarter 2003. Gross margin is expected to be  approximately  50.5% to
52.5%,  reflecting  continuing  sequential  improvement,  and  diluted per share
earnings  for the fourth  quarter is expected to be between  $.05 and $.08.  The
effective  income  tax rate for the fourth  quarter  is  assumed to be 31%.  The
fourth quarter revenue guidance does not reflect orders from a customer that has
contributed greater than 10% of the Company's revenue in each of the first three
quarters of this year. This customer  typically  provides very little visibility
on future orders but ordinarily  would have placed orders for the fourth quarter
by this time.  Should this customer place orders,  of the usual  magnitude,  for
delivery in the fourth  quarter,  management  would expect the Company to exceed
this revenue and earnings guidance by a material amount.

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 Nine Months Ended September 30, 2003, Compared with
              the Quarter and Nine Months Ended September 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                 Nine Months Ended
                                                            September 30,                     September 30,
                                                         2003             2002             2003              2002
                                                    -------------     ------------    -------------     -------------

Sales                                                    100.0%           100.0%           100.0%            100.0%
Cost of goods sold                                        49.9             56.0             51.9              44.4
                                                    -------------     ------------    -------------     -------------
Gross profit                                              50.1             44.0             48.1              55.6
                                                    -------------     ------------    -------------     -------------

Operating expenses:
  Selling and marketing                                   11.6             21.6             11.8              18.5
  Research and development                                19.2             39.9             19.8              28.0
  General and administrative                               8.9             14.1              9.3              10.1
  Restructuring charge                                                     10.4                                3.4
  Class action legal settlement                                             3.6                                0.8
                                                    -------------     ------------    -------------     -------------
        Total operating expenses                          39.7             89.6             40.9              60.8
                                                    -------------     ------------    -------------     -------------
Income (loss) from operations                             10.4            (45.6)             7.2              (5.2)

Other income, net                                          1.1              2.4              1.1               2.0
                                                    -------------     ------------    -------------     -------------
Income (loss) before income taxes and
  equity in loss of unconsolidated
  company                                                 11.5            (43.2)             8.3              (3.2)

Income tax provision (benefit)                             3.6            (13.4)             2.6              (1.0)
                                                    -------------     ------------    -------------     -------------
Income (loss) before equity in loss of
  unconsolidated company                                   7.9            (29.8)             5.7              (2.2)

Equity in loss of unconsolidated company,
  net of tax                                              (0.6)            (0.3)             (0.5)             (0.1)
                                                    -------------     ------------    -------------     -------------
        Net income (loss)                                  7.3%           (30.1)%            5.2%             (2.3)%
                                                    =============     ============    =============     =============
</TABLE>

Sales.  Total  revenue for the third  quarter  2003  amounted to $13.1  million,
compared to $4.0  million for the same  quarter in 2002.  For the third  quarter
2003, the Computing  Products Group contributed $4.3 million to revenue.  During
the third quarter  2003,  the Company had two  customers  that each  represented
greater than 10% of sales,  and the four largest  customers  represented  48% of
sales.  Shipments to customers outside of North America  represented 21% and 35%
of sales during the third quarter of 2003 and 2002, respectively.

Total revenue for the first nine months of 2003 was $36.7  million,  compared to
$17.0  million for the same  period in 2002.  For the first nine months of 2003,
the Computing Products Group contributed $15.4 million to revenue.
<PAGE>

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
nine months ending September 30, 2003 and 2002:

                                       Three Months Ended     Nine Months Ended
                                          September 30,         September 30,
                                      2003        2002        2003        2002
                                    --------    --------    --------    --------

Signaling and network access products  58%         80%         47%         86%
Computing products                     33%          0%         42%          0%
IPnexus switch products                 8%         17%         10%         11%
Other                                   1%          3%          1%          3%
                                    --------    --------    --------    --------
    Total                             100%        100%        100%        100%
                                    ========    ========    ========    ========

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 third quarter
2003  amounted to $7.6 million,  compared to $5.9 million in the second  quarter
2003 and compared to $3.2 million in the third  quarter  2002.  Revenue for this
product  category  reversed a downward  trend during the second quarter 2003 and
for the first nine months of 2003,  revenue amounted to $17.4 million,  compared
to $14.7 million for the same period in 2002.

Computing products:  The Computing Products Group was acquired during the fourth
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 product
category  increased 53% to $1.0 million in the third  quarter 2003,  compared to
$.7  million in the  respective  quarter of 2002.  For the first nine  months of
2003,  revenue from this product category amounted to $3.5 million,  compared to
$1.8 million during the same period in 2002.

Other product revenue: This revenue is related to legacy products. 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 third quarter,  gross margin  amounted to 50.1% and
44.0% of sales in 2003 and 2002,  respectively.  When  comparing  year-over-year
gross margin  performance,  Computing  Products were acquired  during the fourth
quarter 2002 and have a gross margin of approximately 35%. Overall, gross margin
has improved in each quarter this year from 45.3% in the first  quarter to 50.1%
this quarter. This improvement is primarily  attributable to fixed manufacturing
overhead  being spread over more units produced and rising  shipment  volumes of
network  access and  signaling  products  which  have  higher  margins  than the
Company's other products.
<PAGE>

Total Operating  Expenses.  Total operating  expenses were $5.2 million and $3.5
million for the third quarter 2003 and 2002, respectively.  For the nine months,
total operating  expenses were $15.0 million and $10.3 million in 2003 and 2002,
respectively. In October 2002, the Computing Products Group was acquired. During
the first quarter 2003, the Company began to 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 $1.5 million and $.9 million for the third
quarter 2003 and 2002, respectively.  For the nine months, selling and marketing
expenses were $4.3 million and $3.1 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 $1.6 million for the
third  quarter 2003 and 2002,  respectively.  For the nine months,  research and
development  expenses  were  $7.3  million  and $4.8  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 $1.1 million and $.9 million during
the first nine months of 2003 and 2002, respectively.

General and  administrative  expenses  were $1.2 million and $.6 million for the
third quarter 2003 and 2002,  respectively.  For the first nine months,  general
and administrative expenses were $3.4 million and $1.7 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,  expenses
associated with the Chief Strategic Officer position created in January 2003 and
incentive compensation.

Restructuring  charges  were zero and $.6  million  for the first nine months of
2003 and 2002, respectively. In January and September 2002, the Company improved
its cost structure primarily through the reduction of the Company's staff.

Class  action legal  settlement  charges were zero and $.1 million for the third
quarter 2003 and 2002,  respectively.  In September  2002,  the Company signed a
Memorandum  of  Understanding  for  settlement  of the class  action  litigation
outstanding  since the second  quarter 2000.  All claims  therein were dismissed
with prejudice on July 1, 2003.

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 third quarter and first
nine 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 third quarter and first nine months of 2003, losses were
recorded reflecting the allocation of Momentum's net loss to the Company,  based
on the Company's ownership percentage.
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2003, the Company's  primary source of liquidity  included cash
and cash equivalents of $26.0 million.  The Company had working capital of $35.0
million  and  $32.1  million  at  September  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 $3.1 million and $4.8 million
for the first nine months of 2003 and 2002, respectively.  Inventory levels have
increased due to higher volumes of shipments but continued lack of visibility of
customer orders.

Capital  equipment  purchases  amounted  to $.6  million and $.7 million for the
first  nine  months of 2003 and 2002,  respectively.  Capitalization  of certain
software development costs amounted to $1.1 million and $.9 million in the first
nine 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 nine 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  (FIN 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  (FIN 46),
"Consolidation  of  Variable  Interest  Entities."  Interpretation  No.  46 will
require companies to identify their participation in variable interest entities,
which are  defined  as  entities  with a level of  invested  equity  that is not
sufficient to fund future  activities to permit them to operate on a stand-alone
basis,  or whose equity  holders lack certain  characteristics  of a controlling
financial  interest.  FIN 46 is  effective  for all variable  interest  entities
created or acquired after January 31, 2003.  Originally,  for variable  interest
entities created or acquired prior to February 1, 2003, the provisions of FIN 46
were to be applied for the first interim or annual period  beginning  after June
15,  2003.  However,  on October 8, 2003,  the FASB  deferred the latest date by
which all public entities must apply FIN 46 to the first reporting period ending
after  December 15, 2003.  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. and in  this
investment,  the Company is not the primary  beneficiary as discussed in FIN 46.
The  Company  does not  expect the  adoption  of this  interpretation  to have a
material impact on the financial results.
<PAGE>

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
            o        Investments

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 collectibility 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.
<PAGE>

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.

Investments:  The Company's equity investment in Momentum Computer,  Inc., which
is not  "majority-owned"  and  controlled,  is  accounted  for using the  equity
method.  Poor  operating  results of the  investee or adverse  changes in market
conditions  in the future may cause  losses or an  inability  of the  Company to
recover  its  carrying  value  in  the  underlying  investment.   The  Company's
management  performs  on-going  business  reviews  of this  investment  based on
quantitative and qualitative measures and assesses the need to record impairment
losses when impairment  indicators are identified and are considered to be other
than temporary.  The Company  believes that the accounting  estimate  related to
impairment  of  investments  is a  "critical  accounting  estimate"  because the
Company's  management  exercises  judgment in  determining  whether to record an
impairment  charge on an investment.  Such  judgments may materially  affect the
value carried on its balance sheet for any period.


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.
<PAGE>

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 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  July 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 July 23, 2003,  the Company announced its results of
                         operations for the quarter ended June 30, 2003.  A copy
                         of the  related  press  release  was  furnished  as  an
                         exhibit under Item 7 with this Form 8-K.

                         (2) On August 11, 2003,  the  Company  filed a  Current
                         Report  on  Form  8-K,   Item  5  -  Other  to   inform
                         stockholders  that  on  August 11,  2003,  the  Company
                         announced  it  had  appointed  Mark  Rajkowski,   chief
                         operating officer, digital and applied imaging and vice
                         president of Eastman  Kodak Company,  to its  Board  of
                         Directors.   A copy of the related  press  release  was
                         furnished as an exhibit  under Item  7  with this  Form
                         8-K.  No financial statements were filed with 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





November 10, 2003                              By: /s/  Donald L. Turrell
                                               ---------------------------------
                                                        Donald L. Turrell
                                                          President and
                                                       Chief Executive Officer




November 10, 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: November 10, 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: November 10, 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  September  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: November 10, 2003


                                                /s/ Dorrance W. Lamb
                                                --------------------------------
                                                Dorrance W. Lamb
                                                Chief Financial Officer
                                                (Principal Financial Officer and
                                                Principal Accounting Officer)
                                                Date: November 10, 2003