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


                                        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, 1996
                                              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)
                                                        14620
315 Science Parkway, Rochester New York              (Zip Code)
    (Address of principal executive
               offices)
          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
4,798,226 as of November 12, 1996.


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


                                    
<PAGE>

                   Performance Technologies, Incorporated and Subsidiaries

                                            Index



                                                                           Page

Part I.                  Financial Information

Item 1.         Consolidated Financial Statements

            Consolidated Balance Sheets as of September 30, 1996
           (unaudited) and December 31, 1995                                  3

           Consolidated  Statements  of Income For The Three and Nine
           Months Ended September 30, 1996 (unaudited),  Three Months
           Ended September 30, 1995 (unaudited) and Nine Months Ended
           September 30, 1995                                                 4

           Consolidated Statements of Cash Flows For The Nine Months
           Ended September 30, 1996 (unaudited) and 1995                      5

           Notes to Consolidated Financial Statements For The Nine
           Months Ended September 30, 1996                                    6

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


Part II.                 Other Information

Item 6.        Exhibits and Reports on Form 8-K                              10

           Signatures                                                        12
<PAGE>



Performance Technologies, Incorporated and Subsidiaries
Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                        September 30,             December 31,
                                                             1996                    1995
                                                        -------------           -------------
                                                         (unaudited)

ASSETS
<S>                                                      <C>                       <C>
Current Assets
   Cash and cash equivalents                             $15,612,000               $2,466,000
   Accounts receivable, net                                3,376,000                2,210,000
   Inventories - Note C                                    4,043,000                3,412,000
   Prepaid income taxes                                                               334,000
   Prepaid expenses and other                                211,000                  294,000
   Deferred taxes                                            213,000                  238,000
                                                        ------------            -------------
      Total current assets                                23,455,000                8,954,000

Equipment and improvements, net                            1,018,000                1,078,000

Software development, net                                    456,000                  418,000

Other assets                                                 194,000                   73,000
                                                        ------------            -------------
Total assets                                             $25,123,000              $10,523,000
                                                        ============            =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Current portion of long term debt                         $73,000                  $73,000
   Accounts payable                                        1,070,000                1,427,000
   Accrued expenses                                        1,999,000                1,239,000
                                                        ------------            -------------
      Total current liabilities                            3,142,000                2,739,000


   Long term debt                                            164,000                   57,000
   Deferred taxes                                            157,000                  157,000
                                                        ------------            -------------
      Total liabilities                                    3,463,000                2,953,000
                                                    
                                                        ------------            -------------
MINORITY INTEREST                                                                      83,000
                                                                                -------------

STOCKHOLDERS' EQUITY
   Preferred stock
   Common stock - Note B                                      49,000                   33,000
   Additional paid in capital                             12,852,000                1,414,000
   Retained earnings                                       8,916,000                6,196,000
   Treasury stock                                           (157,000)                (156,000)
                                                        ------------            -------------
      Total stockholders' equity                          21,660,000                7,487,000
                                                        ------------            -------------
Total Liabilities and stockholders' equity               $25,123,000              $10,523,000
                                                        ============            =============

</TABLE>
<PAGE>
Performance Technologies, Incorporated and Subsidiaries
Consolidated Statements of Income
For the Three and Nine Months Ended September 30, 1996 and 1995


<TABLE>
<CAPTION>

                                                  Three Months Ended                   Nine Months Ended
                                                     September 30,                        September 30,
                                                 1996             1995              1996              1995
                                             -------------    -------------    ---------------    --------------
                                             (unaudited)      (unaudited)       (unaudited)

<S>                                            <C>              <C>               <C>               <C>
Sales                                          $6,412,000       $4,997,000        $18,412,000       $13,072,000
Cost of goods sold                              2,906,000        2,353,000          8,011,000         5,981,000
                                             -------------    -------------    ---------------    --------------
Gross profit                                    3,506,000        2,644,000         10,401,000         7,091,000
                                             -------------    -------------    ---------------    --------------

Operating expenses:
   Selling and marketing                          732,000          552,000          2,300,000         1,505,000
   Research and development                       801,000          496,000          2,124,000         1,239,000
   General and administrative                     719,000          591,000          2,112,000         1,911,000
                                             -------------    -------------    ---------------    --------------
     Total operating expenses                   2,252,000        1,639,000          6,536,000         4,655,000
                                             -------------    -------------    ---------------    --------------

Income from operations                          1,254,000        1,005,000          3,865,000         2,436,000
Other income (expense)                            202,000          (29,000)           509,000            57,000
                                             -------------    -------------    ---------------    --------------

Income before taxes and
   minority interest                            1,456,000          976,000          4,374,000         2,493,000
Provision for income taxes                        544,000          306,000          1,631,000           791,000
                                             -------------    -------------    ---------------    --------------

Income before minority interest                   912,000          670,000          2,743,000         1,702,000
Minority interest                                                    7,000            (24,000)          (49,000)
                                             -------------    -------------    ---------------    --------------

Income from continuing operations                 912,000          677,000          2,719,000         1,653,000

Loss from discontinued operations                                                                       (19,000)
                                             -------------    -------------    ---------------    --------------

Net income                                       $912,000         $677,000         $2,719,000        $1,634,000
                                             =============    =============    ===============    ==============

Earnings per share:
   Income from continuing operations                $0.18            $0.20              $0.55             $0.50
                                             -------------    -------------    ---------------    --------------
   Loss from discontinued operations                                                                      (0.01)
                                             -------------    -------------    ---------------    --------------
   Net income                                       $0.18            $0.20              $0.55             $0.49
                                             -------------    -------------    ---------------    --------------

Weighted average common and
   common equivalent shares                     4,944,000        3,285,000          4,916,000         3,280,000
                                             =============    =============    ===============    ==============

</TABLE>
<PAGE>

Performance Technologies, Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For  the Nine Months Ended September 30, 1996 and 1995


<TABLE>
<CAPTION>

                                                                             Nine Months Ended
                                                                                September 30,
                                                                        1996                  1995
                                                                    --------------       ---------------
                                                                     (unaudited)

<S>                                                                    <C>                   <C>
Cash flows from operating activities
       Net Income                                                      $2,719,000            $1,634,000
       Non-cash adjustments:
          Depreciation and amortization                                   589,000               491,000
          Provision for bad debts                                        (134,000)              216,000
          Reserve for inventory obsolescence                              559,000               257,000
          Gain on sale of equipment                                        (8,000)
          Minority Interest                                                24,000                49,000
          Deferred income taxes                                            25,000              (131,000)
          Issuance of warrants                                                                   62,000
       Changes in operating assets and liabilities:
          Accounts receivable                                          (1,032,000)           (1,297,000)
          Inventories                                                  (1,190,000)             (320,000)
          Prepaid expenses and other                                       92,000               (58,000)
          Accounts payable                                                 23,000               281,000
          Accrued expenses                                                682,000               669,000
          Income taxes payable                                            412,000              (306,000)
          Discontinued operations - non-cash charges
             and working capital changes                                                        495,000
                                                                    --------------       ---------------

       Net cash provided by operating activities                        2,761,000             2,042,000
                                                                    --------------       ---------------

Cash flows from investing activities
       Cash purchases of equipment and improvements                      (682,000)             (209,000)
       Proceeds from sale of equipment                                      8,000
       Capitalized software development                                  (232,000)             (246,000)
       Purchase of remaining shares in subsidiary                         (93,000)
       Investing activities of discontinued operations                                         (129,000)

                                                                    --------------       ---------------
       Net cash used by investing activities                             (999,000)             (584,000)
                                                                    --------------       ---------------

Cash flows from financing activities
       Payments on capital lease obligations                              (46,000)              (48,000)
       Borrowings from line of credit                                                           535,000
       Repayment of line of credit and notes payable                      (23,000)           (1,443,000)
       Net proceeds from issuance of common stock                      11,453,000               118,000
                                                                    --------------       ---------------

       Net cash provided (used) by financing activities                11,384,000              (838,000)
                                                                    --------------       ---------------

       Net increase in cash                                            13,146,000               620,000

Cash and cash equivalents at beginning of period                        2,466,000               620,000
                                                                    --------------       ---------------

Cash and cash equivalents at end of period                            $15,612,000            $1,240,000
                                                                    ==============       ===============

</TABLE>
<PAGE>
                   Performance Technologies, Incorporated and Subsidiaries
                          Notes to Consolidated Financial Statements
                         For The Nine Months Ended September 30, 1996
                                         (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  consolidated   financial  statements  presented  in  the
Company's Special Report on Form 10 - K.

Note - B There were  4,798,106 and 3,166,000  shares issued and  outstanding  at
September 30, 1996 and December 31, 1995,  respectively,  of the Company's  $.01
par value Common Stock.  During the nine months ended September 30, 1996, 32,625
common shares were issued upon the exercise of stock options.

Note - C  Inventories  consisted  of the  following  at  September  30, 1996 and
December 31, 1995:

                                                   September 30,    December 31,
                                                     1996              1995

        Purchased parts and components             $ 1,491,000      $ 1,467,000
        Work in process                              2,763,000        1,691,000
        Finished goods                                 241,000          383,000
                                                   -----------       -----------
                                                     4,495,000        3,541,000
        Less:  reserve for inventory obsolescence     (452,000)        (129,000)
                                                   -----------       -----------
          Net                                      $ 4,043,000      $ 3,412,000
                                                   ===========       ===========

Note - D In October 1995,  the Financial  Accounting  Standards  Board  ("FASB")
issued FAS No. 123 Accounting for Stock-Based Compensation, effective for fiscal
years  beginning  after  December 15, 1995. FAS 123 indicates a preference for a
fair value based method of accounting for employee stock options, but allows for
continuation  of  the  intrinsic  value  based  method  under  U.S.   Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". The
Company has chosen to continue  its use of the  intrinsic  value based method of
accounting,  but will present required  financial  statement  disclosures in its
Annual Report on Form 10-K for the year ended December 31, 1996 to be filed with
the U.S. Securities and Exchange Commission.

                                  
<PAGE>



                   Performance Technologies, Incorporated and Subsidiaries

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

        The  following  discussion  and  analysis  of  the  Company's  financial
condition  and  results  of  operations  during  the  periods  included  in  the
accompanying financial statements focuses on the Company's continuing operations
and does not include any  discussion  or analysis  with respect to the Company's
discontinued operations.  In March 1995, the Telecommunications,  Vision Systems
and  Data  Base  Management  Software  businesses  were  consolidated  into  one
corporation and spun off to our stockholders ("Spin-Off").

Overview

        The Company's  operating  performance each quarter is subject to various
risks and uncertainties as discussed in the Company's  Registration Statement on
Form S-1 declared effective on January 24, 1996. This report on Form 10-Q should
be read in conjunction  with the "Risk Factors"  contained in Form S-1.  Certain
trend analysis and other  information  contained in Management's  Discussion and
Analysis of Financial  Condition  and Results of  Operations  consist of 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
actual  results  could  differ  materially  from those  discussed in the forward
looking  statements due to a number of factors  including;  general business and
economic  conditions,  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.

        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 has a proven record of adapting
its products to a continually changing marketplace.

        The Company has increased sales primarily by developing new products and
by  increasing  the unit sales  volumes of  existing  products.  Domestic  sales
represented 92% of total sales for the third quarter ending  September 30, 1996,
compared to 86% for 1995.  The Company  opened a direct  sales office in Munich,
Germany in April 1996 to sell its WAN,  LAN and data storage  interface  systems
products.  During  the  third  quarter  of  1996  the  Company's  PCI  and  SBus
communications,  networking and data storage interface  products received the CE
Mark and are approved for sale  throughout the European  Community.  The CE Mark
can be placed only on products that meet rigorous electromagnetic  compatibility
testing  standards and is required for many electronic  products sold in Europe.
In October 1996,  the Company  participated  in major  computer  shows,  InterOp
Paris, UNIX EXPO and InterOp London to promote its networking and communications
products.

        Historically,  approximately  65% of the  Company's  sales  have been to
OEMs.   Greater  effort  is  being  expended  to  develop  a  larger   worldwide
distribution  network of VARs,  distributors  and  systems  integrators  for the
Company's SBus, PCI and network switching products.  During the third quarter of
1996,  the Company  entered into a strategic  partnering  agreement with Pacific
Advantage Limited, an international  marketing  organization based in Hong Kong,
whereby Pacific Advantage will  aggressively  develop and establish a variety of
distribution  channels  for the  Company  in the  Pacific  Rim  region.  Pacific
Advantage  will provide  product and  technical  training and ongoing  sales and
marketing  support for the corporate  partners  established  as a result of this
program.  At the present time, PTI has approximately 35 distributors  throughout
the world for its products.

        Earlier this year,  the Company  entered  into a partnering  arrangement
with SysKonnect,  Inc. to design, develop and market high performance networking
products.  This  relationship  combines  SysKonnect's  PCI FDDI  technology with
Performance  Technologies'  expertise in developing network software for Solaris
x.86 and  other  UNIX  environments.  As a result of this new  relationship,  in
October,  the Company  introduced  its first PCI based,  FDDI adapter for use in
FDDI  networks.  This is the Company's  first Local Area Network  communications
product  introduced  for the  PCIbus  market and  complements  its two Wide Area
Network   communications   adapter  (PCI)  products  already  being  shipped  to
customers.

<PAGE>
                                   
        While the desktop  PCIbus  market has already  taken off, it now appears
that the workstation  server market is poised to accelerate as major workstation
manufacturers prepare to announce PCI based workstations and servers. Management
believes  that as a result of the  growth in the PCI  marketplace  there will be
significant  market  opportunities  for the Company in the PCIbus  server market
utilizing both Sun Solaris and Windows NT platforms.  The Company expects in the
near  term to  introduce  more new  communications  and mass  storage  interface
products into this expanding market.

        Performance  Technologies  (PTIX)  was ranked  40th on  Forbes'  list of
America's  200 Best  Small  Companies  in the  November  4, 1996 issue of Forbes
Magazine.


               Quarter and Nine Months Ended September 30, 1996, compared with
                     the Quarter and Nine Months Ended September 30, 1995

        SALES.  Sales for the third  quarter  of 1996  increased  by  $1,415,000
(28.3%) to $6,412,000,  from $4,997,000 for the third quarter of 1995. Sales for
the nine months ended  September  30, 1996  increased by  $5,340,000  (40.9%) to
$18,412,000,  from $13,072,000 for the nine months ended September 30, 1995. 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 Intersystem  Connectivity products. The increase in sales
is primarily attributable to the increasing demand for the Company's WAN and LAN
interface  products.  WAN and LAN adapter sales represented 43% and 22% of total
sales for the nine months ended  September  30,  1996,  compared to 36% and 16%,
respectively, for 1995. Network Systems products increased to 11% of total sales
for the nine months ended September 30, 1996,  compared to 8% for 1995. Revenues
from Mass Storage  product sales  increased  slightly but decreased  from 18% of
sales  in  1995,  to 15% in the  nine  months  ended  September  30,  1996,  and
Intersystem  Connectivity  products  decreased  from 22% of sales in 1995, to 9%
thus far in 1996.  The decline in the  percentage  of  Intersystem  Connectivity
product sales to total sales was expected in 1996.

        Despite  a slow  order  rate  early in the  summer,  orders  have  since
accelerated increasing confidence in the Company's ability to meet or exceed the
revenue  growth  target for the remainder of the year and to continue the growth
into 1997.

        GROSS PROFIT.  Gross profit  consists of sales,  less cost of goods sold
including materials costs,  manufacturing  expenses and amortization of software
development  costs.  Gross  profit  for the third  quarter,  1996  increased  to
$3,506,000, from $2,644,000 for the third quarter 1995. Gross margin improved to
54.7% of sales for the  quarter,  from 52.9% in the third  quarter  1995.  Gross
profit for the nine months ended  September 30, 1996  increased to  $10,401,000,
from  $7,091,000  for the first nine months of 1995.  Gross  margin  improved to
56.5% of sales for the first nine months of 1996,  from 54.2% for the first nine
months of 1995. The improved  margin is  attributable  to favorable  product mix
along  with  manufacturing   efficiencies  associated  with  higher  volumes  of
business.

        OPERATING EXPENSES. Total operating expenses increased to $2,252,000, or
35.1 % of sales for the third quarter 1996, from  $1,639,000,  or 32.8% of sales
for the comparable 1995 quarter. Over the past year, the Company has accelerated
its investment in new product  development.  This was the primary reason for the
increase in operating  expenses as a percentage  of total sales for the quarter.
Although engineering  staffing levels have grown during this period,  management
expects to hire eight to ten additional engineers over the next twelve months in
an effort to keep pace with changing  market  dynamics and  requirements.  Total
operating  expenses  increased to  $6,536,000,  or 35.5 % of sales for the first
nine  months of 1996,  from  $4,655,000,  or 35.6% of sales for the nine  months
ended September 30, 1995.

        Selling and marketing expenses increased to $732,000,  or 11.4% of sales
for the  third  quarter  1996,  from  $552,000,  or 11.0% of sales  for the same
quarter in 1995.  Selling and marketing  expenses  increased to  $2,300,000,  or
12.5% of sales for the nine months ended September 30, 1996, from $1,505,000, or
11.5% of sales  for the  first  nine  months  of 1995.  Growth  of the sales and
marketing staffs and higher advertising and marketing  expenses  associated with
the  introduction  of new products  during the year were the primary reasons for
this increase.

<PAGE>
                                    
        Research and development  expenses were $801,000,  or 12.5% of sales for
the  third  quarter  1996,  compared  to  $496,000,  or  9.9% of  sales  for the
comparable 1995 quarter.  Research and development expenses were $2,124,000,  or
11.5% of sales  for the nine  months  ended  September  30,  1996,  compared  to
$1,239,000,  or 9.5% of sales for the nine  months  ended  September  30,  1995.
Research and  development  expenses  consist  primarily  of employee  salary and
benefit  costs,  cost of materials  consumed in  developing  and  designing  new
products and, to a lesser extent,  contract  product  development  and equipment
rental. Certain engineering expenses associated with the development of software
are capitalized and amortized to cost of goods sold.

        General and administrative expenses were $719,000, or 11.2% of sales for
the third  quarter 1996,  compared to $591,000,  or 11.8% of sales for the third
quarter 1995. General and administrative  expenses were $2,112,000,  or 11.5% of
sales for the nine months ended September 30, 1996,  compared to $1,911,000,  or
14.6% of sales for the first  nine  months of 1995.  As a  percentage  of sales,
general and  administrative  expenses for 1996 are consistent with  management's
expectations.

        Other Income. Other income consists primarily of interest income. During
the third quarter and nine months ended  September 30, 1996,  the Company earned
interest income on the proceeds from its initial public offering of Common Stock
(January, 1996). The funds are primarily invested in money market funds and high
quality, short term commercial paper.

        INCOME  TAXES.  The provision for income taxes was $544,000 in the third
quarter 1996,  compared to $306,000 for the same quarter in 1995.  The effective
corporate  income tax rate for the third quarter of 1996 was 37.4%,  compared to
31.4% for the third  quarter of 1995.  For the nine months ended  September  30,
1996,  the  provision  for income  taxes  amounted  to  $1,631,000,  compared to
$791,000 for the first nine months of 1995. The effective  corporate  income tax
rate was  37.3%,  compared  to 31.7% for the  first  nine  months  of 1995.  The
increase in the  effective  corporate  income tax rate during 1996 is due to the
utilization of research and development tax credits in 1995.


LIQUIDITY AND CAPITAL RESOURCES

        At  September  30,  1996,  the  Company's  primary  source of  liquidity
included cash and cash  equivalents of $15,612,000  and available  borrowings of
$2,000,000  under a demand loan  agreement with a bank. On October 31, 1996, the
Company  signed a new,  two year loan  agreement  with the bank  increasing  the
available   borrowing  to  $3,000,000.   The  Company  had  working  capital  of
$20,313,000 at September 30, 1996, compared to $6,215,000 at December 31, 1995.

        Cash  provided  by  operating  activities  for  the  nine  months  ended
September 30, 1996 was $2,761,000, compared to $2,042,000 for the same period in
1995.  The Company had a zero balance on its bank credit line at  September  30,
1996.

        Cash used in investing  activities  for the nine months ended  September
30, 1996  included  the  purchases  of  equipment  amounting  to  $682,000,  the
capitalization  of certain software  development  costs of $232,000 and the cash
payments  associated with the purchase of additional  interest in its subsidiary
of $93,000.

        Cash  provided  by  financing  activities  for  the  nine  months  ended
September  30,  1996 was  $11,384,000,  primarily  the  result of the  Company's
initial public offering of its Common Stock in January 1996.

        Assuming  there is no  significant  change  in the  Company's  business,
management  believes  that its current cash together  with cash  generated  from
operations and available  borrowings  under the Company's loan  agreement,  will
provide adequate funds for the Company's  anticipated  needs,  including working
capital, for at least the next twelve months.


<PAGE>


                   Performance Technologies, Incorporated and Subsidiaries

                           Part II. Other Information

Item 6.        Exhibits and Reports on Form 8-K

               A.     Exhibits

                      Exhibit 10.1 - Credit Agreement dated as of October 31, 
                      1996 between Performance Technologies, Inc. and 
                      The Chase Manhattan Bank.

                      Exhibit 10.2 - Guaranty  Agreement dated as of October 31,
                      1996 between  UconX  Corporation  and The Chase  Manhattan
                      Bank.

                      Exhibits 10.1 and 10.2 will be filed by amendment to this
                      Form 10-Q within five calendar days of this filing.  See 
                      Form 12b-25 which accompanies this filing.

                      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 September 30,  1996.

<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 12, 1996                         By: s/Charles E. Maginness
                                          -----------------------------
                                                Charles E. Maginness
                                          Chairman of the Board of Directors and
                                                Chief Executive Officer




November 12, 1996                         By: s/Dorrance W. Lamb
                                          -----------------------------
                                                Dorrance W. Lamb
                                               Chief Financial Officer and
                                                Vice President, Finance