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


                                  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, 1997
                                       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)

315 Science Parkway, Rochester   New York              14620
(Address of principal executive offices)            (Zip Code)

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

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





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


The number of shares outstanding of the registrant's  common stock was 4,821,610
as of August 4, 1997.


--------------------------------------------------------------------------------
                             Cover Page of 13 Pages



                                       1
<PAGE>




                  -
             Performance Technologies, Incorporated and Subsidiaries

                                      Index


                                                                            Page

Part I.                       Financial Information


Item 1.                   Consolidated Financial Statements

             Consolidated Balance Sheets as of June 30, 1997
             (unaudited) and December 31, 1996                               3

             Consolidated Statements of Income For The Three and Six
             Months Ended June 30, 1997 and 1996 (unaudited)                 4

             Consolidated Statements of Cash Flows For The  Six
             Months Ended June 30, 1997 and 1996 (unaudited)                 5

             Notes to Consolidated Financial Statements For The Six
             Months Ended June 30, 1997                                      6

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


Part II.                      Other Information

Item 4       Submission of Matters to a Vote of  Security Holders           11

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

Signatures                                                                  13


                                       2
<PAGE>


             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


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

                                                                                     June 30,    December 31,
                                                                                      1997            1996
                                                                                   (unaudited)
                                                                                  -------------  -------------
Current assets:
  Cash and cash equivalents                                                       $   6,312,000  $  10,027,000
  Marketable securities                                                              11,100,000      6,102,000
  Accounts receivable, net                                                            3,643,000      3,234,000
  Inventories, net - Note C                                                           4,297,000      4,032,000
  Prepaid expenses and other                                                            418,000        284,000
  Deferred taxes                                                                        419,000        419,000
                                                                                  -------------  -------------
    Total current assets                                                             26,189,000     24,098,000
Equipment and improvements, net                                                       1,141,000      1,267,000
Software development, net                                                               790,000        549,000
Other assets                                                                            147,000        175,000
                                                                                  -------------  -------------
    Total assets                                                                  $  28,267,000  $  26,089,000
                                                                                  =============  =============

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long term debt                                               $      12,000  $      26,000
  Accounts payable                                                                    1,053,000        953,000
  Income taxes payable                                                                   84,000         23,000
  Accrued expenses                                                                    1,817,000      2,131,000
                                                                                  -------------  -------------
    Total current liabilities                                                         2,966,000      3,133,000
Long term debt, less current portion                                                     24,000         30,000
Deferred taxes                                                                          219,000        219,000
                                                                                  -------------  -------------
    Total liabilities                                                                 3,209,000      3,382,000
                                                                                  -------------  -------------
Stockholders' equity
  Preferred stock 
  Common stock - - Note B                                                                49,000         49,000
  Additional paid-in capital                                                         12,924,000     12,885,000
  Retained earnings                                                                  12,242,000      9,930,000
  Treasury stock                                                                       (157,000)      (157,000)
                                                                                  -------------  -------------
    Total stockholders' equity                                                       25,058,000     22,707,000
                                                                                  -------------  -------------
    Total liabilities and stockholders' equity                                    $  28,267,000  $  26,089,000
                                                                                  =============  =============

</TABLE>


                                       3
<PAGE>


             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                               <C>            <C>               <C>            <C>




                                                         Three Months Ended             Six Months Ended
                                                             June 30,                       June 30,
                                                         1997          1996            1997           1996
                                                   -------------  -------------   -------------  -------------
Sales                                              $   7,539,000  $   6,463,000   $  14,973,000  $  12,000,000
Cost of goods sold                                     3,025,000      2,742,000       6,357,000      5,106,000
                                                   -------------  -------------   -------------  -------------
Gross profit                                           4,514,000      3,721,000       8,616,000      6,894,000
                                                   -------------  -------------   -------------  -------------
Operating expenses:
  Selling and marketing                                1,102,000        889,000       2,010,000      1,569,000
  Research and development                               972,000        729,000       1,915,000      1,322,000
  General and administrative                             740,000        805,000       1,429,000      1,393,000
                                                   -------------  -------------   -------------  -------------
    Total operating expenses                           2,814,000      2,423,000       5,354,000      4,284,000
                                                   -------------  -------------   -------------  -------------
Income from operations                                 1,700,000      1,298,000       3,262,000      2,610,000

Other income (expense), net                              237,000        175,000         467,000        307,000
                                                   -------------  -------------   -------------  -------------
Income before taxes and minority interest              1,937,000      1,473,000       3,729,000      2,917,000

Provision for income taxes                               737,000        558,000       1,417,000      1,086,000
                                                   -------------  -------------   -------------  -------------
Income before minority interest                        1,200,000        915,000       2,312,000      1,831,000
Minority interest                                                        (5,000)                       (24,000)
                                                   -------------  -------------   -------------  -------------
   Net income                                      $   1,200,000  $     910,000   $   2,312,000  $   1,807,000
                                                   =============  =============   =============  =============



Earnings per share                                 $        .24   $        .18    $        .47   $        .38
                                                   =============  =============   =============  =============


Pro forma earnings per share - Note E              $        .16   $        .12    $        .31   $        .24
                                                   =============  =============   =============  =============


Weighted average common and common
   equivalent shares                                   4,939,000      4,968,000       4,928,000      4,721,000
                                                   =============  =============   =============  =============

Pro forma weighted average common and
   common equivalent shares - Note E                   7,412,000      7,477,000       7,399,000      7,385,000
                                                   =============  =============   =============  =============
</TABLE>




                                       4
<PAGE>




             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                               <C>            <C>


                                                                                         Six Months Ended
                                                                                             June 30,
                                                                                       1997            1996
                                                                                  -------------   ------------
Cash flows from operating activities
   Net income                                                                     $   2,312,000   $  1,807,000
   Non-cash adjustments:
      Depreciation and amortization                                                     729,000        352,000
      Other                                                                              10,000        (63,000)
   Changes in operating assets and liabilities:
      Accounts receivable                                                              (419,000)      (684,000)
      Inventories                                                                      (265,000)    (1,012,000)
      Prepaid expenses and other                                                       (134,000)       152,000
      Accounts payable                                                                  100,000       (248,000)
      Accrued expenses                                                                 (314,000)       332,000
      Income taxes payable                                                               61,000        118,000
                                                                                  -------------   ------------

          Net cash provided by operating activities                                   2,080,000        754,000
                                                                                  -------------   ------------

Cash flows from investing activities
   Cash purchases of equipment and improvements, net                                   (416,000)      (573,000)
   Capitalized software development                                                    (400,000)      (196,000)
   Purchase of marketable securities                                                 (4,998,000)
   Purchase of remaining shares in subsidiary                                                          (93,000)
                                                                                  -------------   ------------

         Net cash used by investing activities                                       (5,814,000)      (862,000)
                                                                                  -------------   ------------

Cash flows from financing activities
   Payments on capital lease obligations                                                (15,000)       (30,000)
   Repayment of notes payable                                                            (5,000)       (12,000)
   Proceeds from issuance of common stock                                                39,000     11,413,000
                                                                                  -------------   ------------

         Net cash provided by financing activities                                       19,000     11,371,000
                                                                                  -------------   ------------

         Net increase (decrease) in cash                                             (3,715,000)    11,263,000

Cash and cash equivalents at beginning of period                                     10,027,000      2,466,000
                                                                                  -------------   ------------

Cash and cash equivalents at end of period                                        $   6,312,000   $ 13,729,000
                                                                                  =============   ============

</TABLE>

                                       5
<PAGE>






             Performance Technologies, Incorporated and Subsidiaries
                   Notes to Consolidated Financial Statements
                     For The Six Months Ended June 30, 1997
                                   (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, 1996,  as reported in its Annual  Report on Form 10-K filed with
the Securities and Exchange Commission.

Note - B There were 4,818,831 and 4,801,301  shares issued and outstanding  (net
of treasury  shares held) at June 30, 1997 and December 31, 1996,  respectively,
of the Company's  $.01 par value Common Stock.  During the six months ended June
30, 1997, 17,530 common shares were issued upon the exercise of stock options.

Note - C    Inventories   consisted   of  the  following  at June 30, 1997  and
            December 31, 1996:
<TABLE>
<CAPTION>
<S>                                          <C>                    <C>


                                              June 30,             December 31,
                                                1997                   1996
                                            -----------             -----------
Purchased parts and components              $ 1,336,000             $ 1,601,000
Work in process                               3,078,000               2,641,000
Finished goods                                  435,000                 292,000
                                            -----------             -----------
                                              4,849,000               4,534,000
Less:  reserve for inventory obsolescence      (552,000)               (502,000)
                                            -----------             -----------
 Net                                        $ 4,297,000             $ 4,032,000
                                            ===========             ===========

</TABLE>


Note - D The provisions of Statement of Financial  Accounting  Standards No. 128
("SFAS 128"), "Earnings per Share" are effective for financial statements issued
for  interim  and annual  periods  ending  after  December  15,  1997.  SFAS 128
simplifies  the standards for computing  earnings per share and makes the United
States  earnings  per share  accounting  standard  comparable  to  international
standards.  The  Company  believes  that the  adoption  of SFAS 128  would  have
increased reported earnings per share by $.01 and $.02.

Note - E On July 31,  1997,  the  Company's  Board  of  Directors  authorized  a
three-for-two  stock split  effected  in the form of a 50% stock  dividend to be
distributed on September 15, 1997 to  stockholders  of record and option holders
of record on August  29,  1997 . The  effect of the stock  split on the  balance
sheet is estimated to be an issuance of an additional 2,400,000 shares.



                                       6
<PAGE>


                                                        -
             Performance Technologies, Incorporated and Subsidiaries

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

The   Company's   operating   performance   is  subject  to  various  risks  and
uncertainties.  This report on Form 10-Q should be read in conjunction  with the
consolidated financial statements,  the notes thereto,  Management's  Discussion
and Analysis of Financial Condition and Results of Operations as of December 31,
1996 and "Risk Factors" as reported in the Company's  Annual Report on Form 10-K
filed with the Securities and Exchange Commission.

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

Overview

The Company  achieved record sales and net income for the second quarter and for
the six months  ended June 30,  1997.  Net  income for the second  quarter  1997
increased by 32% to $1,200,000  and net income for the six months ended June 30,
1997 increased 28% to $2,312,000 as compared to 1996 periods.  At June 30, 1997,
the Company had approximately  $17.4 million in cash and marketable  securities,
no significant debt and generated income from operations excluding  depreciation
and   amortization   (EBITDA)  for  the  six  months  ended  June  30,  1997  of
approximately  $4.0  million as compared to  approximately  $3.0 million for the
same period in 1996.

On July 31, 1997, the Company's  Board of Directors  authorized a  three-for-two
stock split  effected in the form of a 50% stock  dividend to be  distributed on
September 15, 1997 to  stockholders of record on August 29, 1997. As a result of
the stock  split,  pro forma  earnings per share for the three months ended June
30, 1997 and 1996 were $.16 and $.12,  respectively,  and pro forma earnings per
share  for the six  months  ended  June 30,  1997 and 1996  were  $.31 and $.24,
respectively.  The stock  dividend will result in the issuance of  approximately
2,400,000 additional common shares.

The  Company's  revenues are  generated  from  products  designed to enhance the
performance of network systems based on varied computer architectures  including
VMEbus,  SBus and PCIbus.  The Company's  products operate on various  operating
systems including UNIX, Windows NT(TM), VxWorks and LINUX. During the first half
of 1997, the Company  introduced a new family of PCIbus  products  including its
latest  communications  controller  used for high speed  T1/E1  connectivity  in
remote  access  and  telecommunications  applications;  the new ULTRA  SCSI Host
Adapter  offering up to 40 MBytes/sec SCSI  performance;  a high performance PCI
FDDI adapter with software for Windows NT(TM) and Solaris 2.X applications,  and
a high performance 10/100 Fast Ethernet network interface card with PTI software
to run on Sun  Microsystems'  SPARCengine  ULTRA(TM) 30 line of PCI workstations
and servers.  At the present time, the Company offers three WAN, two LAN and two
Mass Storage products for the PCIbus market.

As part of the  Company's  continuing  efforts to introduce  new products and to
establish new  relationships,  the Company  recently  announced two  significant
multi-year  agreements.  In June, the Company  announced a multi-year  agreement
with 3Com(TM) and began marketing 3Com's  high-performance  10/100 Fast Ethernet
network interface cards with PTI software to its customers.


                                       7
<PAGE>

In July, the Company  announced a  relationship  with Sun  Microsystems  Inc. to
provide  Sun  Microsystems  with a Wide Area  Network  connectivity  product for
integration into Sun's newly announced line of PCI based UltraSPARC workstations
and servers. This high bandwidth  communications  adapter will provide Sun's PCI
based  workstations  and servers with  connectivity to the Internet and to other
networks.

Product plans during the second half of 1997 include the introduction of a Fibre
Channel  controller  for the SBus and PCI markets,  several new products for the
emerging CompactPCI market and a new family of network switching products.




            Quarter and Six Months Ended June 30, 1997, compared with
                 the Quarter and Six Months Ended June 30, 1996

         SALES.  Sales for the second  quarter of 1997  increased by  $1,076,000
(16.6%) to $7,539,000, from $6,463,000 for the second quarter of 1996. Sales for
the  six  months  ended  June  30,  1997  increased  by  $2,973,000  (24.8%)  to
$14,973,000,  from  $12,000,000  for the six  months  ended June 30,  1996.  The
Company's  products  are grouped into five  categories:  WAN  Interface  Adapter
products, LAN Interface Adapter products, Network Systems products, Mass Storage
Interface products and Inter-system Connectivity products.

Shipments  of WAN Adapter  products  amounted to 43% of sales  during the second
quarter of 1997 and 1996.  Shipments  were 46% of sales for the six months ended
June 30, 1997 and were 44% of sales for the comparable 1996 period. Sales of WAN
products  increased 55% during the first six months of 1997 over the  respective
1996  period.  This  increase  is  attributable  to  greater  acceptance  of the
Company's WAN products in the  marketplace,  the introduction of several new WAN
products  during the past year and several new OEM customers  integrating  these
products into their product applications.

Shipments of LAN Adapter products for the second quarter of 1997 amounted to 23%
of sales as  compared  to 26% for the second  quarter  of 1996,  and were 19% of
sales for the six months  ended June 30,  1997 as  compared to 25% for the first
six months of 1996.  The  largest  share of the  Company's  LAN  business  is in
connection  with  Commercial  Off-the-Shelf  (COTS) Defense  applications.  This
project-oriented  business is  difficult  to predict on a quarterly  basis.  LAN
Adapter  sales were up sharply in the second  quarter from the first quarter and
management  expects  the volume of this  business  to meet or exceed last year's
level of sales.

Shipments  of Network  systems  products  represented  8% of total  sales in the
second quarter of 1997 and 10% for same period in 1996.  Network  shipments were
12% of total  sales for the six months  ended June 30,  1997 as  compared  to 9%
during the period in 1996. For the second quarter of 1997, revenues from Network
Systems   products   decreased  from  the  first  quarter  level  because  of  a
customer/supplier  design change on the Cray Research  contract and a dip in the
Radar  business  in our UCONx  subsidiary.  The design  change is expected to be
resolved   during  the  third  quarter  and  the  Radar  business  is  typically
project-oriented and can fluctuate from quarter to quarter.

Shipments of Mass  Storage  Interface  products  for the second  quarter of 1997
amounted to 17% of sales as compared to 14% in the second  quarter of 1996.  For
the six months ended June 30,  1997,  Mass  Storage  products  were 16% of total
sales and 15% for the same 1996 period. Sales of Mass Storage Interface products
increased  42% for the six months ended June 30, 1997 over the  respective  1996
period.  This  increase in sales  reflects  continued  market  acceptance of the
Company's Ultra SCSI interface product introduced in June 1996.

Shipments of Inter-system  Connectivity products represented 9% of sales for the
second  quarter of 1997 and 7% of total sales for the six months  ended June 30,
1997 as  compared  to 7% for  both  of the  1996  periods.  The  Company  is not
investing  in this group of products and a modest  decline in these  revenues is
expected from last year's levels.

International  sales amounted to 10% of sales in the first half of 1997 compared
to 11% of sales for all of 1996.  Opening a direct  sales  office in the Pacific
Rim has been deferred until 1998.

                                       8
<PAGE>

         GROSS PROFIT.  Gross profit consists of sales,  less cost of goods sold
including materials costs,  manufacturing  expenses and amortization of software
development  costs.  Gross  margin  improved  to 59.9% of sales  for the  second
quarter,  from  57.6% in the  second  quarter of 1996.  The  improved  margin is
primarily  attributable to the mix of product shipments for the quarter. For the
first six  months of 1997 and 1996,  gross  margin  was  consistent  at 57.5% of
sales.

         OPERATING  EXPENSES.  Total operating expenses increased to $2,814,000,
or 37.3% of sales for the second  quarter  1997,  from  $2,423,000,  or 37.5% of
sales for the comparable  1996 quarter.  Total operating  expenses  increased to
$5,354,000,  or 35.8% of sales for the first half of 1997, from $4,284,000,  or
35.7% of sales for the six months ended June 30, 1996.

         Selling and marketing  expenses  increased to  $1,102,000,  or 14.6% of
sales for the second quarter 1997, from $889,000, or 13.8% of sales for the same
quarter in 1996.  Selling and marketing  expenses  increased to  $2,010,000,  or
13.4% of sales for the six months ended June 30, 1997, from $1,569,000, or 13.1%
of sales  for the  first  half of 1996.  The  increase  in sales  and  marketing
expenses  for the  second  quarter  1997,  compared  to the  first  quarter,  is
primarily  due to increased  spending on industry  trade shows and the Company's
investment in marketing programs associated with new product introductions.

         Research and development expenses were $972,000,  or 12.9% of sales for
the second  quarter of 1997,  compared  to  $729,000,  or 11.3% of sales for the
comparable 1996 quarter.  Research and development expenses were $1,915,000,  or
12.8% of sales for the six months ended June 30, 1997,  compared to  $1,322,000,
or 11.0%  of  sales  for the six  months  ended  June  30,  1996.  Research  and
development  expenses  consist  primarily of employee  salary and benefit costs,
cost of materials consumed in developing and designing new products and contract
product   development.   Certain   engineering   expenses  associated  with  the
development  of software are  capitalized  and  amortized to cost of goods sold.
Much of the increased research and development expenses during the first half of
1997 is attributable to the hiring of engineers needed to accelerate development
of new  products.  In addition,  part of this  increase is  attributable  to the
development  of a new ASIC  required  in the  Company's  new  family of  network
switching products.

         General and administrative expenses were $740,000, or 9.8% of sales for
the second quarter 1997, compared to $805,000,  or 12.5% of sales for the second
quarter 1996.  General and administrative  expenses were $1,429,000,  or 9.5% of
sales for the six months ended June 30, 1997,  compared to $1,393,000,  or 11.6%
of sales for the first half of 1996. The increase in general and  administrative
expenses  of 2.6% for the first six  months  of this  year as  compared  to 1996
reflects moderate growth of these expenses relative to sales growth.

         INCOME TAXES. The provision for income taxes was $737,000 in the second
quarter  of 1997,  compared  to  $558,000  for the  same  quarter  in 1996.  The
effective  corporate  income tax rate for the second  quarter of 1997 was 38.0%,
compared to 37.8% for the second  quarter of 1996. For the six months ended June
30, 1997,  the provision for income taxes  amounted to  $1,417,000,  compared to
$1,086,000 for the first six months of 1996. The effective  corporate income tax
rate was 38.0%, compared to 37.2% for the first six months of 1996.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1997, the Company's  primary  source of liquidity  included
cash and cash equivalents of $6,312,000,  marketable  securities with a maturity
of less than one year of  $11,100,000  and  available  borrowings  of $3,000,000
under a revolving credit facility with a bank. No amounts were outstanding under
this credit  facility as of June 30,  1997.  The Company had working  capital of
$23,223,000  at June 30, 1997,  compared to  $22,281,000  at March 31, 1997, and
$20,965,000 at December 31, 1996.

        Cash  provided by  operating  activities  for the six months ended June
30, 1997 was $2,080,000, compared to $754,000 for the same period in 1996.

                                       9
<PAGE>

         Cash used in investing  activities  was  $5,814,000  for the six months
ended June 30,  1997,  compared  to $862,000  for the six months  ended June 30,
1996. During the six months ended June 30, 1997,  investing  activities included
the  purchase of  marketable  securities  of  $4,998,000  and capital  equipment
purchases  of  $416,000.   Capital  equipment  purchases  consist  primarily  of
manufacturing  equipment,  office  equipment and computer and related  equipment
used in  engineering.  In addition,  the Company  capitalized  certain  software
development  costs amounting to $400,000 for the six months ended June 30, 1997,
compared to $196,000  for the same period in 1996.  During the six months  ended
June 30, 1996,  cash  payments of $93,000  were made to purchase  the  remaining
interest in its subsidiary, UCONx Corporation.

         Cash provided by financing activities for the six months ended June 30,
1997 was $19,000 as  compared  to  $11,371,000  of cash  provided  by  financing
activities  for the same period in 1996.  During the first quarter of 1996,  the
Company completed its initial public offering of Common Stock.

         Assuming  there is no  significant  change in the  Company's  business,
management  believes that its current cash and  marketable  securities  together
with cash generated from operations and available borrowings under the Company's
loan  agreement  will be  sufficient to meet the  Company's  anticipated  needs,
including working capital and capital expenditure requirements, for at least the
next  twelve  months.  However,  it  is  the  Company's  intention  to  continue
aggressive new product introductions for the remainder of 1997 and into 1998 for
a variety of markets  served by the  Company.  Management  has also  initiated a
strategic  acquisition  program to further  accelerate  new  product  and market
penetration efforts.  This program could have an impact on the Company's working
capital requirements, liquidity or capital resources.



                                       10
<PAGE>







             Performance Technologies, Incorporated and Subsidiaries

Part II. Other Information

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

         The 1997 Annual Meeting of Stockholders  was held on June 10, 1997. The
Directors elected at the meeting were as follows:

                                                                    Votes Cast
          Nominees                                      For           Abstain
          --------                                    -------------------------
          Donald L. Turrell                           4,184,916        207,311
          Paul L. Smith                               4,185,686        206,541

         The  stockholders  voted to ratify the appointment of Price  Waterhouse
LLP as independent  accountants for 1997.  4,380,864 shares of common stock were
voted in favor of the  proposal,  3,300 shares of common stock voted against the
proposal and 8,063 shares of common stock abstained.

         The stockholders  also voted to approve an amendment to the Performance
Technologies,  Incorporated Stock Option Plan increasing the number of shares of
the  Company's  common  stock  reserved  for  issuance  under the Option Plan to
1,200,000.  2,842,310  shares of common  stock  voted in favor of the  proposal,
525,970  shares of common stock voted against the proposal and 145,705 shares of
common stock abstained.

Item 6.           Exhibits and Reports on Form 8-K

                  A.       Exhibits

                           Exhibit 11 - Computation of earnings per share.

                  B.       Reports on Form 8-K

                           There were no  reports  on Form 8-K filed  during the
                           three month period ended June 30, 1997.


                                       11
<PAGE>







             Performance Technologies, Incorporated and Subsidiaries
                 Exhibit 11 - Computation of Earnings Per Share
           For the Three and Six Months Ending June 30, 1997 and 1996

<TABLE>
<CAPTION> 
<S>                                                  <C>          <C>               <C>          <C>                  


                                                        Three Months Ended              Six Months Ended
                                                               June 30,                     June 30,
                                                         1997          1996             1997       1996
                                                     ----------   ---------         ----------   ----------  

Weighted average common and common share equivalents:

Weighted average common shares
  outstanding during the period                       4,814,000   4,774,000          4,809,000    4,553,000

Weighted average common share equivalents               125,000     194,000            119,000      168,000
                                                     ----------   ---------         ----------   ----------

                                                      4,939,000   4,968,000          4,928,000    4,721,000
                                                     ==========  ==========         ==========   ==========


Net Income                                           $1,200,000   $ 910,000         $2,312,000   $1,807,000
                                                     ==========   =========         ==========   ==========



Earnings per share                                   $     .24    $    .18          $     .47          .38
                                                     ==========   =========         ==========   ==========





Pro forma weighted average common and common share equivalents:

Pro forma weighted average common shares
  outstanding during the period                       7,225,000   7,185,000          7,220,000    7,133,000

Pro forma weighted average
  common share equivalents                              187,000     292,000            179,000      252,000
                                                     ----------  ----------         ----------   ----------

                                                      7,412,000   7,477,000          7,399,000    7,385,000
                                                     ==========   =========         ==========   ==========


Net Income                                           $1,200,000   $ 910,000         $2,312,000   $1,807,000
                                                     ==========   =========         ==========   ==========


Pro forma earnings per share                         $     .16    $    .12          $     .31    $     .24
                                                     ==========   =========         ==========   ==========

</TABLE>



                                       12
<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 13, 1997                                By: s/ Donald L. Turrell
                                               ------------------------
                                                      Donald L. Turrell
                                                       President and
                                                  Chief Executive Officer




August 13, 1997                                By: s/ Dorrance W. Lamb
                                               -----------------------
                                                      Dorrance W. Lamb
                                                 Chief Financial Officer and
                                                   Vice President, Finance